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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A-2 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 þ
   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2004 OR o
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-11579 TBC CORPORATION  DELAWARE
    
    20-1888610(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 7111 Fairway Drive, Suite 201
Palm Beach Gardens, Florida
    
    33418(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (561) 227-0955 Securities registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange
on which registeredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o   1 of 19




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TABLE OF CONTENTS  Item 9A. CONTROLS AND PROCEDURESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITSEX-31.1  SECTION 302 CERTIFICATION OF THE CEOEX-31.2  SECTION 302 CERTIFICATION OF THE CFO    Table of Contents  INDEX TO EXHIBITS at
page 7 of this Report Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act):
Yes þ  No o Aggregate
market value of outstanding shares of Common Stock,

par value $.10, held by non-affiliates of the Company on
December 31, 2004 (for purposes of this calculation, 1,647,867
shares beneficially owned by directors and executive officers of
the Company were treated as being held by affiliates of the
Company)
    
    $ 574,469,125Number of shares of Common Stock, par value $.10, outstanding
at the close of business on December 31, 2004
    
    22,312,224
 DOCUMENT INCORPORATED BY REFERENCE TBC Corporations Proxy Statement for its Annual Meeting of Stockholders to be held on June 7,
2005. Definitive copies of the Proxy Statement will be filed with the Commission within 120 days
after the end of the Companys fiscal year. Only such portions of the Proxy Statement as are
specifically incorporated by reference under Part III of this Report shall be deemed filed as part
of this Report.   2 of 18




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PURPOSE OF THIS AMENDMENT TBC Corporation (the
Company) is filing this Amendment No. 2 to its Annual Report on Form 10-K (the Amendment) to
include certain information inadvertently omitted from Item 9A of
Amendment No. 1 to the Companys Annual Report on Form 10-K
(10-K/A) filed on April 29, 2005, as well as various exhibits required to be filed with this Amendment. No
other information is being amended by this Amendment. 
 Item 9A.CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures The Companys management, under the supervision and with the participation of the Companys
Chief Executive Officer and its Chief Financial Officer, carried out an evaluation of the
effectiveness of the Companys disclosure controls and procedures as of the end of the period
covered by this report. Based upon this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure
controls and procedures were effective as of the end of the period
covered by this report. Managements Report on Internal Control Over Financial Reporting The Companys management is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in the Securities Exchange Act
of 1934, Rules 13(a)- 15(f) and
15(d)-15(f). Under the supervision and with the participation of the Companys Chief Executive
Officer and its Chief Financial Officer, management of the Company conducted an evaluation of the
effectiveness of the Companys internal control over financial reporting as of December 31, 2004.
Based on that evaluation, the Companys management concluded that the Company maintained effective
internal control over financial reporting as of December 31, 2004. The Companys internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financing reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or
procedures may deteriorate. 3 of 18




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Managements evaluation of the Companys internal control over financial reporting was based on
the framework established in Internal Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Managements assessment
of the effectiveness of the Companys internal control over
financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP,
an independent registered public accounting firm, as stated in its
report which appears in Item 8. Changes in Internal Control over Financial Reporting No change in the Companys system of internal control over financial reporting occurred during
the quarter ended December 31, 2004 that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting. 
 PART IV 
 Item 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES (a) (1) FINANCIAL STATEMENTS The following items, including consolidated financial statements of the Company,
were included at Item 8 of the Companys Annual Report on
Form 10-K/A filed on April
29, 2005: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets  December 31, 2004, and 2003 Consolidated Statements of Income  Years ended December 31, 2004, 2003 and
2002 Consolidated Statements of Stockholders Equity  Years ended December 31,
2004, 2003 and 2002 Consolidated Statements of Cash Flows  Years ended December 31, 2004, 2003
and 2002 Notes to Consolidated Financial Statements 4 of 18




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(a) (2)FINANCIAL STATEMENT SCHEDULES The following items were included in the Companys Annual Report on
Form 10-K/A filed on April 29, 2005: Schedule II  Valuation and qualifying accounts All other schedules are omitted because they are not applicable, or not required, or
because the required information is included in the consolidated financial
statements or notes thereto. (a)
(3) EXHIBITS  See Index to Exhibits included at p. 7 of this Report 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
TBC Corporation has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized. TBC CORPORATIONMay 4, 2005
    By:
    /s/ LAWRENCE C. DAYLawrence C. DayPresident and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of TBC Corporation and in the capacities and on the
dates indicated: Name
    
    Title
    
    Date/s/ LAWRENCE C. DAY

Lawrence C. Day
    
    President, Chief Executive Officer
and Director
    
    May 4, 2005/s/ THOMAS W. GARVEY

Thomas W. Garvey
    
    Executive Vice President and Chief
Financial Officer (principal
financial and accounting officer)
    
    May 4, 2005Marvin E. Bruce
    
    Chairman of the Board of Directors
    
    May ___, 2005Michael E. Dunlap
    
    Director
    
    May ___, 2005
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Name
    
    Title
    
    DateCharles A. Ledsinger, Jr.
    
    Director
    
    May ___, 2005* WILLIAM J. McCARTHY

William J. McCarthy
    
    Director
    
    May 4, 2005* RICHARD A. McSTAY

Richard A. McStay
    
    Director
    
    May 4, 2005* DONALD RATAJCZAK

Donald Ratajczak
    
    Director
    
    May 4, 2005* ROBERT R. SCHOEBERL

Robert R. Schoeberl
    
    Director
    
    May 4, 2005Raymond E. Schultz
    
    Director
    
    May ___, 2005
 * The undersigned by signing his name hereto does sign and execute this Report on Form 10-K on
behalf of each of the above-named directors of TBC Corporation pursuant to a power of attorney
executed by each such director and filed with the Securities and Exchange Commission as an exhibit
to this Report. /s/ LAWRENCE C. DAYLawrence C. DayAttorney-in-Fact 6 of 18




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INDEX TO EXHIBITS Located atManuallyNumbered Page(2)
    
    PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT,
LIQUIDATION OR SUCCESSION:2.1
    
    Stock Purchase Agreement, dated March 25, 2003, by and among TBC
Corporation, Linda Merchant Bell, Carol Merchant Kirby, and Wilson C.
Merchant III was filed as Exhibit 2.1 to the TBC Corporation Current Report on
Form 8-K dated April 1, 2003
    
    *2.2
    
    Stock Purchase Agreement, dated as of September 21, 2003, by and between
TBC Corporation and Sears, Roebuck and Co., was filed as Exhibit 2.1 to the
TBC Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003
    
    *2.3
    
    First Amendment, dated as of November 28, 2003, to Stock Purchase Agreement,
dated September 21, 2003, by and between TBC Corporation and Sears, Roebuck
& Co. was filed as Exhibit 2.2 to the TBC Corporation Current Report on Form
8-K dated November 29, 2003
    
    *2.4
    
    Agreement and Plan of Merger, dated November 19, 2004, among
TBC Corporation, TBC Parent Holding Corp., and TBC Merger Corp.
was filed as Exhibit 2.1 to the TBC Corporation Current Report
on Form 8-K dated November 19, 2004
    
    *(3)(i)
    
    ARTICLES OF INCORPORATION:3(i).1
    
    Certificate of Incorporation of TBC Corporation (formerly named TBC Parent
Holding Corp.) was filed as Exhibit 3(i).1 to the TBC Corporation Current
Report on Form 8-K dated November 19, 2004
    
    *(3)(ii)
    
    BYLAWS:3(ii).1
    
    ByLaws of TBC Corporation (formerly named TBC Parent Holding
Corp.) were filed as Exhibit 3(ii).1 to the TBC Corporation Current
Report on Form 8-K dated November 19, 2004
    
    *(4)
    
    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES:4.1
    
    Amended and Restated Rights Agreement, dated as of July 23, 1998, between
TBC Corporation and BankBoston, N.A., as Rights Agent, including as Exhibit A
thereto the form of Rights Certificate, was filed as Exhibit 4.1 to the TBC
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Located atManuallyNumbered PageCorporation Form 8-A/A-1 Registration Statement filed with the Commission
on July 30, 1998
    
    *4.2
    
    Second Amended and Restated Credit Agreement, dated as of November
19, 2004, among TBC Corporation, TBC Private Brands, Inc.,
the Lenders party thereto, U.S. Bank National Association,
as Documentation Agent, SunTrust Bank, as Syndication Agent, First
Tennessee Bank National Association, as Administrative Agent, and JP Morgan
Chase Bank, as Co-Administrative Agent, was filed as Exhibit 4.1 the TBC
Corporation Current Report on Form 8-K dated November 19, 2004
    
    *4.3
    
    Second Amended and Restated Note Agreement, dated as of April 1, 2003,
between TBC Corporation and The Prudential Insurance Company of America,
was filed as Exhibit 4.2 to the TBC Corporation Current Report on Form 8-K
dated April 1, 2003
    
    *4.4
    
    Amendment No. 1, dated as of November 29, 2003, to Second Amended and
Restated Note Agreement, dated as of April 1, 2003, between TBC Corporation
and The Prudential Insurance Company of America, including as Exhibits B and
C thereto the amended form of Variable Rate Senior Notes issued thereunder,
was filed as Exhibit 4.2 to the TBC Corporation Current Report on Form 8-K
dated November 29, 2003
    
    *4.5
    
    Amendment No. 2, dated as of November 19, 2004, among TBC Corporation,
TBC Private Brands, Inc., and The Prudential Insurance Company of America,
to Second Amended and Restated Note Agreement, dated as of April 1, 2003
and amended by Amendment No. 1, dated as of November 29, 2003, was
filed as Exhibit 4.3 to the TBC Corporation Current Report on Form 8-K
dated November 19, 2004
    
    *4.6
    
    Note Purchase Agreement, dated as of April 1, 2003, among TBC Corporation,
The Prudential Insurance Company of America, and certain of its affiliates,
managed funds, and accounts purchasing Notes thereunder, including as Exhibit
1 thereto the form of Senior Secured Note evidencing the Series D Variable Rate
Senior Secured Notes in the aggregate principal amount of $50,000,000 issued
thereunder, was filed as Exhibit 4.3 to the TBC Corporation Current Report on
Form 8-K dated April 1, 2003
    
    *4.7
    
    Amendment No. 1, dated as of November 29, 2003, to Note Purchase Agreement,
dated as of April 1, 2003, among TBC Corporation, The Prudential Insurance
Company of America, and certain of its affiliates, managed funds, and accounts
purchasing Notes thereunder, was filed as Exhibit 4.3 to the TBC Corporation
Current Report on Form 8-K dated November 29, 2003
    
    *4.8
    
    Amendment No. 2, dated as of November 19, 2004, among TBC Corporation,
TBC Private Brands, Inc., and the Noteholders party thereto, to Note
Purchase Agreement, dated as of April 1, 2003 and amended by Amendment
No. 1, dated as of November 29, 2003, was filed as Exhibit 4.4 to the
TBC Corporation Current Report on Form 8-K dated November 19, 2004
    
    *
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Located atManuallyNumbered Page4.9
    
    Form of Deed of Trust, Assignment of Leases and Security Agreement, dated
March 31, 2003, executed by TBC Corporation in favor of JP Morgan Chase
Bank, as Collateral Agent and beneficiary, was filed as Exhibit 4.4 to the TBC
Corporation Current Report on Form 8-K dated April 1, 2003
    
    *4.10
    
    Amendment No. 1, dated November 29, 2003, to Deed of Trust, Assignment of
Leases and Security Agreement, dated as of March 31, 2003, executed by TBC
Corporation in favor of JP Morgan Chase Bank, as Collateral Agent and
Beneficiary, was filed as Exhibit 4.4 to the TBC Corporation Current Report on
Form 8-K dated November 29, 2003
    
    *4.11
    
    Guarantee and Collateral Agreement, dated as of March 31, 2003, executed by
TBC Corporation and the subsidiaries of TBC Corporation in favor of JPMorgan
Chase Bank, as Collateral Agent, was filed as Exhibit 4.5 to the TBC Corporation
Current Report on Form 8-K dated November 29, 2003
    
    *4.12
    
    First Amendment, dated November 29, 2003, to Guarantee and Collateral
Agreement, dated as of March 31, 2003, executed by TBC Corporation and the
subsidiaries of TBC Corporation in favor of JPMorgan Chase Bank, as Collateral
Agent, was filed as Exhibit 4.6 to the TBC Corporation Current Report on Form
8-K dated November 29, 2003
    
    *4.13
    
    Assumption Agreement, dated as of November 19, 2004, between TBC
Corporation (formerly known as TBC Parent Holding Corp.) and JPMorgan
Chase Bank, as Collateral Agent, was filed as Exhibit 4.2 to the TBC Corporation
Current Report on Form 8-K dated November 19, 2004
    
    *4.14
    
    Intercreditor Agreement, dated as of March 31, 2003, among various secured
lenders to TBC Corporation, was filed as Exhibit 4.7 to the TBC Corporation
Current Report on Form 8-K dated November 29, 2003
    
    *4.15
    
    First Amendment, dated as of November 29, 2003, to Intercreditor Agreement,
dated March 31, 2003, among various secured lenders to TBC Corporation, was
filed as Exhibit 4.8 to the TBC Corporation Current Report on Form 8-K dated
November 29, 2003
    
    *4.16
    
    Other long-term debt instruments
    
    #(10)
    
    MATERIAL CONTRACTS:Management Contracts and Compensatory Plans or Arrangements10.1
    
    Form of Trust Agreement (between the Company and certain executive officers -
1/1/98 version) was filed as Exhibit 10.1 to the TBC Corporation Annual Report
on Form 10-K for the year ended December 31, 2003
    
    *10.2
    
    TBC Corporation 2000 Stock Option Plan was filed as Exhibit 4.3 to the TBC
Corporation Registration Statement on Form S-8 (Reg. No. 333-48802) filed on
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Located atManuallyNumbered PageOctober 27, 2000
    
    *10.3
    
    TBC Corporation 1989 Stock Incentive Plan, as amended and restated August 9,
2002, was filed as Exhibit 10.1 to the TBC Corporation Quarterly Report on Form
10-Q for the quarter ended September 30, 2002
    
    *10.4
    
    TBC Corporation 2004 Incentive Plan was filed as Exhibit 10.1 to the TBC
Corporation Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004
    
    *10.5
    
    Form of Restricted Share Grants to Executive Officers under the TBC Corporation
1989 Stock Incentive Plan was filed as Exhibit 10.2 to the TBC Corporation
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004
    
    *10.6
    
    Form of Incentive Stock Options Granted to Executive Officers under the TBC
Corporation 1989 Stock Incentive Plan was filed as Exhibit 10.3 to the TBC
Corporation Quarterly Report on Form 10-Q for the quarter ended September 30,
2004
    
    *10.7
    
    Form of Nonqualified Stock Options Granted to Executive Officers under the TBC
Corporation 1989 Stock Incentive Plan was filed as Exhibit 10.4 to the TBC
Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004
    
    *10.8
    
    Form of Incentive Stock Options, Including Reload Feature, Granted to Executive
Officers under the TBC Corporation 2000 Stock Option Plan was filed as
Exhibit 10.5 to the TBC Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004
    
    *10.9
    
    Form of Nonqualified Stock Options, Including Reload Feature, Granted to Executive
Officers under the TBC Corporation 2000 Stock Option Plan was filed as Exhibit 10.6
to the TBC Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004
    
    *10.10
    
    Form of Stock Options, Including Reload Feature, Granted to Executive Officers
under the TBC Corporation 2000 Stock Option Plan was filed as Exhibit 10.7 to
the TBC Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004
    
    *10.11
    
    Form of Stock Options Granted to Executive Officers under the TBC Corporation
2004 Incentive Plan was filed as Exhibit 10.2 to the TBC Corporation Current
Report on Form 8-K dated March 1, 2005
    
    *10.12
    
    Executive Employment Agreement between the Company and Lawrence C. Day,
amended and restated as of September 1, 2002 (without Exhibit A thereto, which is
substantially identical to the form of Trust Agreement referenced in Exhibit 10.1),
was filed as Exhibit 10.2 to the TBC Corporation Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002
    
    *
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Located atManuallyNumbered Page10.13
    
    Executive Employment Agreement, dated as of October 31, 2000, between the
Company and Kenneth P. Dick (without Exhibit A thereto, which is substantially
identical to the form of Trust Agreement referenced in Exhibit 10.1), was filed as
Exhibit 10.7 to the TBC Corporation Annual Report on Form 10-K for the year
ended December 31, 2000
    
    *10.14
    
    Executive Employment Agreement, dated as of January 19, 2001, between the
Company and Thomas W. Garvey (without Exhibit A thereto, which is
substantially identical to the form of Trust Agreement referenced in Exhibit 10.1),
was filed as Exhibit 10.1 to the TBC Corporation Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001
    
    *10.15
    
    Employment Agreement, dated as of May 8, 2000, between TBC Corporation
and Orland Wolford, together with Assignment and Assumption, effective as of
June 5, 2000, between TBC Corporation and Tire Kingdom, Inc., was filed as
Exhibit 10.3 to the TBC Corporation Current Report on Form 8-K dated
March 1, 2005
    
    *10.16
    
    TBC Corporation Deferred Compensation Plan for Directors (Effective January 1,
1989 and Amended Effective July 1, 1992 and March 2, 2005) was filed as Exhibit
10.1 to the TBC Corporation Current Report on Form 8-K dated March 1, 2005
    
    *10.17
    
    TBC Corporation Management Incentive Compensation Plan, effective January 1,
1997, was filed as Exhibit 10.9 to the TBC Corporation Annual Report on Form
10-K for the year ended December 31, 2002
    
    *10.18
    
    TBC Corporation Executive Supplemental Retirement Plan, as amended through
August 1, 1997, was filed as Exhibit 10.10 to the TBC Corporation Annual Report
on Form 10-K for the year ended December 31, 2002
    
    *10.19
    
    TBC Corporation Executive Retirement Plan was filed as Exhibit 10.11
to the TBC Corporation Annual Report on Form 10-K for the year
ended December 31, 2003
    
    *10.20
    
    TBC Corporation Executive Deferred Compensation Plan, effective August 1,
1999
    
    **10.21
    
    TBC Corporation Long Term Incentive Plan, effective January 1, 2002, was filed
as Exhibit 10.1 to the TBC Corporation Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002
    
    *10.22
    
    Resolutions establishing fees payable to directors of TBC Corporation, as adopted
by TBC Corporation Board of Directors on August 9, 2002, were filed as Exhibit
10.14 to the TBC Corporation Annual Report on Form 10-K for the year ended
December 31, 2002
    
    *10.23
    
    TBC Corporation Senior Executive Professional Services Reimbursement Program
was filed as Exhibit 10.1 to the TBC Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003
    
    *
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Other Material Contracts Located atManuallyNumbered Page10.24
    
    Transition Services Agreement, dated November 29, 2003, by and between TBC
Corporation and Sears, Roebuck & Co., was filed as Exhibit 10.1 to the TBC
Corporation Current Report on Form 8-K dated November 29, 2003
    
    *10.25
    
    Purchase Agreement and Escrow Instructions, dated October 23, 2003, between
TBC Corporation and Realty Income Corporation or its assignee (including Crest
Net Lease, Inc. and Realty Income Texas Properties, L.P.), including as Exhibit B
thereto the form of Land and Building Lease Agreement to be executed by NTW
Incorporated, together with a schedule setting forth certain information with respect
to the leases so executed by NTW Incorporated, was filed as Exhibit 10.2 to the
TBC Corporation Current Report on Form 8-K dated November 29, 2003
    
    *10.26
    
    Joinder Agreement, executed effective as of November 21, 2003, by TBC
Corporation in favor of Realty Income Corporation, Crest Net Lease, Inc., Realty
Income Texas Properties, L.P., and their successors and assigns, was filed as
Exhibit 10.3 to the TBC Corporation Current Report on Form 8-K dated
November 29, 2003
    
    *10.27
    
    Form of TBC Corporations standard Distributor Agreement was filed as Exhibit
10.13 to the TBC Corporation Annual Report on Form 10-K for the year ended
December 31, 2000
    
    *10.28
    
    Form of Franchise Agreement in use by Big O Tires, Inc. was filed as Exhibit
10.14 to the TBC Corporation Annual Report on Form 10-K for the year ended
December 31, 2001
    
    *10.29
    
    Agreement, dated October 1, 1977, between TBC Corporation and The
Kelly-Springfield Tire Company, including letter dated June 30, 1978, was filed
as Exhibit 10.6 to TBC Corporation Registration statement on Form S-1, filed on
April 21, 1983 (Reg. No. 2-83116)
    
    *10.30
    
    Ten-Year Commitment Agreement, dated March 21, 1994, between the Company
and The Kelly-Springfield Tire Company, was filed as Exhibit 10.16 to the TBC
Corporation Annual Report on Form 10-K for the year ended December 31, 2000
    
    *10.31
    
    Extension Agreement, dated November 4, 2003, between the Company and The
Goodyear Tire & Rubber Company was filed as Exhibit 10.23 to the TBC
Corporation Annual Report on Form 10-K for the year ended December 31, 2003
    
    *10.32
    
    Agreement, effective January 1, 1994, between the Company and Cooper Tire &
Rubber Company, was filed as Exhibit 10.17 to the TBC Corporation Annual
Report on Form 10-K for the year ended December 21, 2000
    
    *10.33
    
    Amendment, effective May 17, 2000, to Agreement between the Company and
Cooper Tire & Rubber Company, was filed as Exhibit 10.1 to the TBC Corporation
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
    
    *
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Located atManuallyNumbered Page10.34
    
    Agreement, effective January 1, 2002, between the Company and Cooper Tire &
Rubber Company, was filed as Exhibit 10.19 to the TBC Corporation Annual
Report on Form 10-K for the year ended December 31, 2001
    
    
    *10.35
    
    2004-2005 Dealer Agreement, effective as of April 1, 2004, between TBC
Corporation and Michelin Americas Small Tires, a division of Michelin
North America, Inc., was filed as Exhibit 10.1 to the TBC Corporation
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004
    
    
    *(18)
    
    LETTER RE CHANGE IN ACCOUNTING PRINCIPLES:18.1
    
    Letter, dated July 22, 2004, from PricewaterhouseCoopers LLP was filed
as Exhibit 18.1 to the TBC Corporation Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004
    
    
    *(21)
    
    SUBSIDIARIES OF THE COMPANY:21.1
    
    List of the names and jurisdictions of incorporation of the subsidiaries of
the Company
    
    
    **(23)
    
    CONSENTS OF EXPERTS AND COUNSEL:23.1
    
    Consent of PricewaterhouseCoopers LLP to the incorporation by reference of
their reports dated April 27, 2005 into Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 for the Companys 1989
Stock Incentive Plan (Reg. No. 33-43166) and into the Registration Statement
on Form S-8 for the Companys 2000 Stock Option Plan (Reg. No. 333-48802).
    
    
    ***(24)
    
    POWER OF ATTORNEY:24.1
    
    Power of attorney of each person who signed this Annual Report on Form 10-K
on behalf of another pursuant to a power of attorney
    
    
    **(31)
    
    RULE 13a - 14(a)/15(d)-14(a) CERTIFICATIONS:31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer of TBC Corporation in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    1531.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer of TBC Corporation in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    17(32)
    
    SECTION 1350 CERTIFICATIONS:
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Located atManuallyNumbered Page32.1
    
    Section 1350 Certification of Chief Executive Officer of TBC Corporation in
accordance with Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    ***32.2
    
    Section 1350 Certification of Chief Financial Officer of TBC Corporation in
accordance with Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    ***
   *
    
    Indicates that the Exhibit is incorporated by reference into this Annual Report on Form 10-K
from a previous filing with the Commission.**
    
    Indicates that the Exhibit was included in the Companys Annual Report on Form 10-K filed on
April 1, 2005.***
    
    Indicates that the Exhibit was included in
Amendment No. 1 to the Companys Annual Report on Form 10-K
(Form 10-K/A), filed on April 29, 2005.#
    
    With respect to any other instrument defining the rights of holders of long-term debt, the
amount of securities authorized under any such instrument does not exceed 10% of the total
assets of TBC Corporation and its subsidiaries on a consolidated basis. A copy of any such
instrument will be furnished to the Commission upon request. 14 of 18