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                                                                    EXHIBIT 10.9


                                TBC CORPORATION

                     MANAGEMENT INCENTIVE COMPENSATION PLAN


     Section 1. Definitions. As used herein, the following capitalized terms
shall have the meanings set forth below:

     "Award" means the amount of Incentive Compensation a Participant earns
under the Plan during an applicable Year.

     "Base Salary" means the base salary earned by a Participant from employment
with the Company and/or one or more of its subsidiaries during the applicable
Year, including amounts which a Participant has elected to defer or to
contribute to a flexible benefit, savings, or retirement plan established by the
Company.

     "Change of Control" means any change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as the same may be
from time to time amended.

     "Code" means the Internal Revenue Code of 1986, as from time to time
amended.

     "Committee" means the Compensation Committee of the Company's Board of
Directors.

     "Company" means TBC Corporation.

     "Current Year" means the Year for which a determination of Incentive
Compensation is to be made with respect to a Participant under the Plan.

     "Incentive Compensation" means compensation payable to a Participant under
the provisions of the Plan.

     "Level" means the particular group or category of Participants to which an
individual Participant is assigned by the Committee for an applicable Year;
provided, however, that for purposes of the Plan, the Chief Executive Officer of
the Company shall be assigned to Level I.

     "Maximum Incentive Award" for each Participant means 200% of that
Participant's Targeted Incentive Award.

     "Maximum Performance Objective" for each Performance Measure means the
Performance at which 200% of an Award attributable to that Performance Measure
will be earned by a Participant. No additional Award will be payable under the
Plan to any Participant for Performance above an applicable Maximum Performance
Objective.

     "Participant" means the Chief Executive Officer of the Company and any
other management or key staff employee of the Company or a subsidiary of the
Company recommended by the Chief Executive Officer and designated by the
Committee to participate in the Plan.

     "Performance" means the extent to which a Performance Measure is achieved
during an applicable Year.


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     "Performance Objectives" for each Performance Measure mean, collectively,
the Threshold Performance Objective, the Target Performance Objective, and the
Maximum Performance Objective for that Performance Measure.

     "Plan" means this Management Incentive Compensation Plan, as the same may
be amended from time to time.

     "Prior Plan" means the Company's 1985 Management Incentive Compensation
Plan, as amended.

     "Performance Measure" means one of the criteria by which the eligibility of
a Participant for an Award under the Plan, in respect of an applicable Year, is
to be determined. Performance Measures may be based upon financial results, unit
sales, or any other criteria for which the Committee determines that a
Participant should receive Incentive Compensation if achieved, and may include
Performance Measures that are unique to an individual Participant or certain
Participants.

     "Targeted Incentive Award" for each Participant means the amount, stated as
a percentage of Base Salary, which a Participant in each Level is expected to
earn if Targeted Performance Objectives for all Performance Measures applicable
to that Participant are met.

     "Target Performance Objective" for each Performance Measure means the
Performance at which 100% of an Award attributable to that Performance Measure
will be earned by a Participant.

     "Threshold Performance Objective" for each Performance Measure means the
Performance that must be exceeded before the Participant is eligible for any
Award attributable to that Performance Measure. No Award will be payable under
the Plan to any Participant for Performance at or below the applicable Threshold
Performance Objective for a Performance Measure.

     "Year" means a calendar year.

     Section 2. Effective Date. This Plan, as it shall be amended from time to
time, shall be effective for the Year 1997 and thereafter. The Plan replaces the
Prior Plan.

     Section 3. Eligibility. The Chief Executive Officer of the Company, and all
other management or key staff employees of the Company and its subsidiaries
recommended by the Chief Executive Officer and designated by the Committee,
shall be eligible to participate in the Plan.

     Section 4. Plan Overview: Procedure for Annual Implementation.

     4.01 The Plan affords every Participant an opportunity to earn Incentive
Compensation equal to a specified percentage of the Participant's Base Salary.
The percentage depends upon (I) the Level to which the Participant is assigned,
(ii) the Performance of the Performance Measures applicable to that Participant,
(iii) the respective weightings of those Performance Measures, and (iv) the
Performance Objectives for each applicable Performance Measure.

     4.02 The Targeted Incentive Awards for Participants assigned to each Level,
which shall be stated as a percentage of Base Salary, shall be as determined by
the Committee from time to time; provided, however, that the Targeted Incentive
Award percentage for any Level shall not be reduced for any Year after the
information described in Subsection 4.05 has been furnished to Participants
assigned to that Level for that Year.


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     4.03 As promptly as possible after January 1 of each Year beginning with
1997, the Chief Executive Officer of the Company shall submit his
recommendations to the Committee as to the employees (other than the Chief
Executive Officer) who should be Participants in the Plan for the Current Year,
the Level to which each recommended Participant should be assigned, the
Performance Measures applicable to each recommended Participant and their
respective weightings, and the Threshold Performance Objective, Target
Performance Objective, and Maximum Performance Objective for each Performance
Measure applicable to each recommended Participant, together with such
explanations as the Chief Executive Officer may deem appropriate or the
Committee shall request.

      4.04 The Committee shall act promptly upon the recommendations of the
Chief Executive Officer of the Company as to the matters listed in Subsection
4.03, with such changes in the recommendations of the Chief Executive Officer as
the Committee may adopt, and shall at that time also approve the Performance
Measures and the Performance Objectives for each Performance Measure which shall
be applicable to the Chief Executive Officer for the Current Year, as well as
the respective weightings of each Performance Measure.

      4.05 Action by the Committee in accordance with Subsection 4.04 shall
constitute direction to the Chief Executive Officer of the Company to furnish to
Participants for the Current Year, as promptly as reasonably possible,
information with respect to their respective Targeted Incentive Awards, Maximum
Incentive Awards, Performance Measures, weighting, and Performance Objectives
for the Current Year.

      4.06 To the extent practicable, determination of the Performance Measures
and the Performance Objectives applicable to each Performance Measure shall be
based upon the books and records of the Company and its subsidiaries kept in the
ordinary course of business, including their audited financial statements and
results of operations and such official and industry data as is generally
available and relied upon by the Company and its competitors and suppliers in
the industry. The Committee shall have the right to adjust Performance
Objectives for any Current Year as it deems appropriate due to the occurrence of
extraordinary items during that Year (such as, by way of example and not in
limitation, the acquisition or sale of a business unit or the Company's decision
to incur additional indebtedness or to make optional debt prepayments). Any
questions or disputes regarding the correctness, adequacy, definition, or
otherwise of books, records, and data relied upon for determinations under the
Plan shall, for all purposes of the Plan, be finally decided by the Committee,
acting upon the recommendation of the Chief Executive Officer of the Company and
such other sources as the Committee shall deem prudent.

     Section 5. Award Formula: Calculation.

     5.01 Awards payable under the Plan shall be calculated as provided in this
Section 5.

     5.02 As to each Performance Measure applicable to a Participant, (I) if the
Threshold Performance Objective is not exceeded, no Award shall be made with
respect to such Performance Measure; and (ii) if the Maximum Performance
Objective is met or exceeded, the amount used in calculating the Award
attributable to that Performance Measure shall be the Maximum Performance
Objective for that Performance Measure.





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     5.03 For each Performance Measure for which the Performance exceeds the
Threshold Performance Objective for that Performance Measure, but is less than
or equal to the Target Performance Objective for that Performance Measure, the
amount of the Award payable to a Participant shall be equal to the Participant's
Base Salary, multiplied by the Targeted Incentive Award percentage applicable to
that Participant, multiplied by the percentage weighting of that Performance
Measure, multiplied by a fraction (computed to the nearest hundredth of one
percent), the numerator of which is an amount equal to the Performance of that
Performance Measure less the Threshold Performance Objective for that
Performance Measure, and the denominator of which is an amount equal to the
Target Performance Objective for that Performance Measure less the Threshold
Performance Objective for that Performance Measure. The formula provided for in
this Subsection, together with an example of its intended application, is set
forth as Exhibit A to this Plan.

     5.04 For each Performance Measure for which the Performance exceeds the
Target Performance Objective for that Performance Measure, the amount of the
Award payable to a Participant shall be equal to the Participant's Base Salary,
multiplied by the Targeted Incentive Award percentage applicable to that
Participant, multiplied by the percentage weighting of that Performance Measure,
multiplied by the sum of 1.0 plus a fraction (computed to the nearest hundredth
of one percent), the numerator of which is an amount equal to the Performance of
that Performance Measure (not to exceed the Maximum Performance Objective for
that Performance Measure) less the Target Performance Objective for that
Performance Measure, and the denominator of which is an amount equal to the
Maximum Performance Objective for that Performance Measure less the Target
Performance Objective for that Performance Measure. The formula provided for in
this Subsection, together with an example of its intended application, is set
forth as Exhibit B to this Plan.

     5.05 A Participant's Award for any Year shall be pro-rated as provided in
Subsection 5.06 in the event that the Participant's employment was terminated
prior to December 31 of that Year (I) by reason of retirement in accordance with
the retirement policies of the Company, death, disability, or other
circumstances approved by the Committee; or (ii) following a Change in Control
of the Company occurring during that Year. In all other cases, to receive an
Award for any Year, a Participant must be an employee of the Company or a
subsidiary of the Company on December 31 of that Year.

     5.06 A Participant's Award for any Year shall be pro-rated in the event
that the Participant is employed on December 31 of that Year but has been a
Participant in the Plan for less than all of the Year, or the Committee decides
to move a Participant who was a Participant on January 1 of a Year to a higher
Level during that Year, or under the circumstances described in Subsection 5.05.
Proration shall be based upon the number of days in the Current Year during
which the individual was a Participant or a Participant at each Level.

     5.07 Notwithstanding any other provision of the Plan to the contrary, the
Committee shall have the right to reduce or cancel, prior to December 31 of any
Year, any Participant's Award for that Year on the basis of the Participant's
individual performance or in the event of conduct by the Participant which the
Committee determines is detrimental to the Company or any subsidiary of the
Company.

     Section 6. Payment of Awards.

     6.01 Promptly after receipt of the report of the Company's independent
public accountants with respect to the consolidated financial statements of the
Company and its subsidiaries for each Year, the Chief Executive Officer of the
Company shall certify to the Committee the Award calculations for each
Participant for that Year. The Committee shall act upon the Chief Executive
Officer's certification so as to permit payment of all Awards promptly
thereafter and, in any event, prior to March 15 of the Year following the Year
for which Awards are being paid.


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     6.02 Payment of Awards shall be made by check or direct deposit to the
account of each Participant, in accordance with the regular payroll practices of
the Company or the subsidiary employing the Participant. The Company or the
employing subsidiary shall withhold from the gross amount of any Award all
required amounts necessary to satisfy all applicable federal, state, and local
withholding requirements.

     6.03 To the extent that the Committee, in its sole discretion, shall
determine that the payment of any portion of an Award earned by any Participant
is not deductible by the Company or any of its subsidiaries by reason of Section
162(m) of the Code, the Company or the applicable subsidiary shall delay the
payment of such portion of the Award. The Company shall remain obligated to pay
in full the portion of any Award which is unpaid by reason of this Subsection
and shall thereafter promptly pay such part thereof as the Committee, in its
sole discretion, shall from time to time determine is then deductible in
accordance with Section 162(m) of the Code. Until paid in full, the portion of
an Award which is unpaid by reason of this Subsection shall bear interest,
compounded daily and computed at an annual rate which is equal to the average
yield for BBB Industrial Bonds, as published in the Standard & Poor's Corporate
and Government Bond Yield Index (or such similar index as the Committee shall
select) for the month last preceding the beginning of the then current calendar
quarter.

     6.04 A Participant may designate one or more beneficiaries to receive any
payment pursuant to the Plan that has not been made prior to the Participant's
death. Such designation shall be submitted to the Company on a form provided by
the Company.

     Section 7. Amendment or Termination of the Plan. The Plan shall be subject
to amendment or termination by the Committee at any time for any reason,
including perceived distortion of its objectives. In addition, the Committee,
acting upon the recommendation of the Chief Executive Officer of the Company,
may add Participants to the Plan or change the Level to which any Participant is
assigned in connection with a reassessment of positions or changes in
organization or staffing. Termination of the Plan shall not preclude subsequent
payment of Awards earned under the Plan.

     Section 8. Miscellaneous.

     8.01 The Plan and the potential or actual Awards granted under the Plan
shall not confer upon any Participant the right to continued employment with the
Company or any of its subsidiaries or affect in any way the right of the Company
and its subsidiaries to terminate the employment of any Participant at any time
and for any reason.

     8.02 No potential or actual Award under the Plan shall be assigned,
transferred, pledged, or otherwise encumbered by a Participant unless pursuant
to a designation of beneficiary in accordance with Subsection 6.04 or by will or
the laws of descent and distribution.

     8.03 The Plan shall inure to the benefit of and be binding upon each
successor of the Company and its subsidiaries. All rights and obligations
imposed upon a Participant and all rights granted to the Company and its
subsidiaries under the Plan shall be binding upon the Participant's heirs, legal
representatives, and successors.







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                                                                       EXHIBIT A



IF PERFORMANCE EXCEEDS THE THRESHOLD PERFORMANCE OBJECTIVE, BUT IS LESS THAN OR
EQUAL TO THE TARGET PERFORMANCE OBJECTIVE:

Award for that Performance Measure = Base Salary x Targeted Incentive Award % x
% Weighting for that Performance Measure x fraction (computed to nearest
hundredth of a %), the numerator of which is (Performance - Threshold) and the
denominator of which is (Target - Threshold).


EXAMPLE:

Assumptions -- Participant's Base Salary is $100,000
                      Participant's Targeted Incentive Award is 40%
                      Participant's Assigned Performance Measures are Corporate
                         Adjusted Earnings Before Tax and Corporate Net Sales


Performance Objectives and Weightings --

<TABLE>
<CAPTION>
Measure            Weighting          Threshold           Target             Maximum
-------            ---------          ---------           ------             -------
                                                      (In Thousands)
<S>                <C>                <C>                 <C>               <C>
AEBT               80%                $ 34,007            $ 36,178          $ 41,966
Net Sales          20%                 623,709             656,536           755,016
</TABLE>


Calculation of Award Payout Attributable to AEBT Performance Measure If Actual
AEBT is $35.0 Million --

Fraction =     (35.0  -  34.007)
               ----------------------    or .46.
               (36.178 - 34.007)


Therefore, Award Payout for AEBT would be $100,000 x 40% x 80% x .46 = $14,720.









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                                                                       EXHIBIT B



IF PERFORMANCE EXCEEDS TARGET PERFORMANCE OBJECTIVE:

Award for that Performance Measure = Base Salary x Targeted Incentive Award % x
% Weighting for that Performance Measure x Sum of 1.0 plus fraction (computed to
nearest hundredth of a %), the numerator of which is [Performance (Not to exceed
Maximum) - Target] and the denominator of which is (Maximum - Target).

EXAMPLE:

Assumptions -- Participant's Base Salary is $100,000
                   Participant's Targeted Incentive Award is 40%
                   Participant's Assigned Performance Measures are Corporate
                      Adjusted Earnings Before Tax and Corporate Net Sales



Performance Objectives and Weightings --

<TABLE>
<CAPTION>
Measure            Weighting          Threshold           Target             Maximum
-------            ---------          ---------           ------             -------
                                                       (In Thousands)
<S>                <C>                <C>                 <C>                <C>
AEBT               80%                $ 34,007            $ 36,178           $ 41,966
Net Sales          20%                 623,709             656,536            755,016
</TABLE>


Calculation of Award Payout Attributable to AEBT Performance Measure If Actual
AEBT is $39.0 Million --


Fraction =         (39.0  -  36.178)
                   ----------------------   or .49.
                   (41,966 - 36,178)


Therefore, Award Payout for AEBT would be $100,000 x 40% x 80% x 1.49 = $47,680.










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