EXHIBIT 10.4






                                 TBC CORPORATION

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                         (EFFECTIVE JANUARY 1, 1989 AND
                         AMENDED EFFECTIVE JULY 1, 1992)


           1.  PURPOSE OF THE PLAN.  The purpose of this  Deferred  Compensation
               --------------------
Plan (the  "Plan")  is to provide a  procedure  whereby a member of the Board of
Directors  (a  "Director")  of TBC  Corporation  (the  "Company")  may defer the
payment  of all or a  specified  part  of the  compensation  payable  to him for
services  as a  Director  (which,  for the  purpose of the Plan,  shall  include
compensation for services as a member of a committee of the Board of Directors).

           2.  ELECTION TO DEFER.
               -----------------

           (a) A Director  may elect to defer the  payment of all or a specified
part of the  compensation  payable for  services  as a Director  by  executing a
Director's  Election  (the  "Election")  and  delivering  such  Election  to the
Secretary of the Company. The Election shall be effective as of the first day of
the next succeeding  calendar quarter. In the case, however, of a person who has
been  elected to serve as a Director but whose term has not yet  commenced,  the
Election shall be effective as of such date as may be specified in the Election.
In either such case, the Election shall apply only to  compensation  payable for
services  rendered on or after the effective date of the Election.  The Election
shall remain in effect until terminated or changed as provided in this Plan.

           (b) A Director may terminate any Election relating to future services
by giving  written  notice of  termination  to the  Secretary of the Company.  A
Director  may change any  Election  relating to future  services by  executing a
revised  Election and delivering  such Election to the Secretary of the Company.
Any such  termination  or change in the amount to be deferred shall be effective
only with respect to compensation payable for services as a Director on or after
the first day of the next succeeding calendar quarter.

           3.  DIRECTORS' ACCOUNTS.
               -------------------

           (a) The Company shall  establish and maintain a separate  account for
each Director who has elected to defer  compensation  in which shall be recorded
the amount of the Director's deferred

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compensation  pursuant  to this  Plan.  The  Company  shall  credit to each such
account, on a daily basis,  interest on the amount then credited to such account
(including   all  previous   credits  to  such  account  by  operation  of  this
subparagraph  (a))  computed at an annual  rate which is equal to the  composite
bond yield for single A Bonds,  rounded to the nearest  1/10 of 1%, as published
in the  Standard & Poor's  Corporate  and  Government  Bond Yield Index (or such
similar  index as the  Compensation  Committee of the Board of  Directors  shall
select) for the month last preceding the beginning of the then current  calendar
quarter.

           (b) Each Director's account shall be solely a memorandum account, and
title to and beneficial  ownership of any amounts  credited thereto shall at all
times  remain in the  Company.  The effect of a  Director's  agreement  to defer
compensation  is simply  to create an  unfunded  and  unsecured  promise  to pay
deferred   compensation   to  the  Director,   his  estate  or  the   Director's
beneficiaries,  in accordance with the terms of the Plan.  Nothing  contained in
the Plan and no deferral of payment  pursuant to the Plan shall by itself create
or be construed to create a trust of any kind,  or a fiduciary  relationship  of
any kind between the Company and any Director, his estate, or any beneficiary of
such Director  designated  pursuant to paragraph  4(e), or any other person.  No
right or benefit  under the Plan shall be subject to  anticipation,  alienation,
sale, assignment,  pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge the same shall be void.

           4.  PAYMENT OF DEFERRED COMPENSATION.
               --------------------------------

           (a) A  Director  may  receive  payment of the total  credited  to his
account (i) in one lump sum  payment at the time he ceases to be a Director,  or
(ii) in equal  annual  installments  during no more than the 10  calendar  years
commencing  with the calendar year next  following the calendar year in which he
ceases to be a Director,  or (iii) in a combination  of such lump sum and annual
installments.  The method of  receiving  the  amount  credited  to a  Director's
account shall be specified in the Election executed pursuant to paragraph 2.

           (b) Unless a different manner of payment is selected  pursuant to (a)
above,  payment of the total amount credited to a Director's account at the time
he ceases to be a Director shall be paid to him in 10 equal annual installments.

           (c) The first annual  installment  payment,  whether made pursuant to
(a) or (b)  above,  shall  be paid  before  the  fifteenth  business  day of the
calendar  year first  following  the year in which the  Director  ceases to be a
Director,  and  subsequent  installments  shall  be paid  before  the  fifteenth
business day of

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each succeeding calendar year until the entire amount credited to the Director's
account shall have been paid.

           (d) To each installment payment there shall be added, and paid to the
former Director, an amount equal to the interest credited, since the date of the
last previous  installment payment, to the former Director's account pursuant to
paragraph 3(a).

           (e) If all of the  payments  required  by this  paragraph 4 shall not
have been made to a former  Director  prior to his  death,  then after his death
such payments  shall be made to such  beneficiary or  beneficiaries  as he shall
have  designated  on the Election  delivered to the Secretary of the Company or,
failing such written  designation,  to his estate. The Director may, by delivery
of a revised Election to the Secretary of the Company prior to his death, change
the payee to whom such payment is made.

           (f) Notwithstanding the preceding  provisions of this paragraph 4, if
the total amount credited to a Directors's account at the time he ceases to be a
Director is less than  $10,000,  payment of such amount  shall be made to him in
one lump sum at the time he ceases to be a Director.

           (g) The time and/or manner of payment  provided in the Plan or chosen
by the  Director  may be changed by the  Compensation  Committee of the Board of
Directors,  in its sole discretion,  but only, unless the Compensation Committee
determines  otherwise,  in the  event  of a  severe  financial  hardship  to the
Director  resulting  from a sudden and  unexpected  illness or  accident  to the
Director,  or to a  dependent  (as  defined  in Section  152(a) of the  Internal
Revenue Code) of the Director,  loss of the Director's property due to casualty,
or other  similar  extraordinary  and  unforseeable  circumstances  arising as a
result of events beyond the control of the Director.

           5. ADMINISTRATION. The Plan shall be administered by the Compensation
              ---------------
Committee of the Board of Directors.  The decision of the Compensation Committee
shall be final and binding with respect to the interpretation,  construction and
application  of the Plan. The  Compensation  Committee may refer to the Board of
Directors the exercise of any power,  authority or discretion  assigned to it in
the Plan and, in such case, the decision of the Board shall have the same effect
as that  therein  ascribed  to a decision  of the  Compensation  Committee.  The
Secretary of the Company may delegate to any  Assistant  Secretary any or all of
the functions assigned to the Secretary in the Plan.

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           6.  AMENDMENT OR  TERMINATION.  The Board of  Directors  may amend or
               -------------------------
terminate  the Plan at any time. No amendment or  termination  of the Plan shall
void an agreement already in effect for the then current calendar quarter or any
preceding calendar quarter, nor adversely affect the right of a former Director,
his estate or designated  beneficiaries to payments in accordance with paragraph
4 of amounts  credited to his account  prior to such  amendment  or  termination
together  with  amounts  credited  thereto   subsequent  to  such  amendment  or
termination pursuant to paragraph 3(a).

           7.  NONASSIGNABILITY.  No right or benefit  under this  Plan  may  be
               ----------------
sold, assigned, alienated, pledged or charged.


































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                                 TBC CORPORATION
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                               Director's Election
                               -------------------

           In accordance with the provisions of the Deferred  Compensation  Plan
for Directors (the "Plan") of TBC Corporation (the "Company"), I elect:

           1. To defer ____% of all  compensation  payable to me for my services
  as a Director  and as a member of a committee of the Board of Directors of the
  Company  which are rendered  during the calendar  quarter  beginning  _______,
  19__, and succeeding calendar quarters.

           2.  To  receive  payment  of  the  amount  credited  to  my  deferred
  compensation account in the following manner (I have lined out the methods not
  applicable):

                      a. In equal  annual  installments  during  the ___ (not to
           exceed 10) calendar  years  commencing  with the  calendar  year next
           following the calendar year in which I cease to be a Director.

                      b.  In one lump sum payment at  the time I cease to  be a
           Director.

                      c. In the following  combination  of (i) a lump sum at the
           time I cease to be a Director and (ii) annual installments commencing
           with the calendar  year next  following  the calendar year in which I
           cease to be a Director:

                      -  $__________ in a lump sum;
                      -  the balance in ___ (not to exceed 10) equal
                         annual installments.

           3. To have any payments  required by paragraph 2 above which have not
  been made to me prior to my death, paid after my death to:

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Date                                      Signature of Director

                  The  undersigned,   Secretary  of  the  Company,  acknowledges
receipt of the above election on _____________, 19__.

                                                  ----------------------------
                                                  Secretary

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