EXHIBIT 10.6
                                                                    ------------
                                                                       RESTATED

                                 TBC CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS  AGREEMENT  was  originally  entered into as of February 20, 1998,
between TBC CORPORATION, a Delaware corporation (the "Company"), and LAWRENCE C.
DAY (the "Executive").

         The Company and the Executive  have agreed (i) to amend this  Agreement
in certain respects, effective November 1, 2000; and (ii) for ease of reference,
to restate this Agreement to  incorporate  the new amendments and to reflect the
text of this Agreement as in effect on November 1, 2000.

         NOW,  THEREFORE,  the Company and the  Executive  hereby agree that the
following  provisions  represent the text of the Executive  Employment Agreement
between the Company and the Executive, as in effect on November 1, 2000:

         Section 1. Term of Employment.  The Company hereby agrees to employ the
         ---------- -------------------
Executive,  and the  Executive  hereby  agrees to  continue in the employ of the
Company,  for a period  commencing April 1, 1998 and terminating on the later of
September 30, 2002 (the "Ordinary Course Termination  Date"), or three (3) years
after the occurrence of a Change in Control of the Company in the event a Change
in Control of the Company shall have occurred on or prior to the Ordinary Course
Termination  Date. The Ordinary Course  Termination  Date shall be automatically
extended for  additional  three (3) year periods  unless either party shall give
written notice of nonextension to the other party at least 120 days prior to the
then current  Ordinary  Course  Termination  Date.  Each such extension shall be
effective as of the day prior to the then current  Ordinary  Course  Termination
Date.

         Section 2. Position and Duties.  A. From and after October 1, 1999, the
         ---------- --------------------
Company  shall  employ the  Executive  as,  and the  Executive  shall  serve as,
President and Chief Executive  Officer of the Company or in such other executive
capacity as the Company and the Executive may hereafter  mutually agree.  Unless
otherwise agreed by the Executive and the Company,  the Executive shall be based
at the Company's offices in Memphis, Tennessee.

         B. The Executive shall devote his full-time efforts to the business and
affairs of the Company and shall perform his duties as an executive officer,  or
in such other executive  capacity as the Company and the Executive may hereafter
mutually  agree,  faithfully,  diligently  and to the best of his ability and in
conformity  with the  policies  of the  Company  and under and  subject  to such
reasonable  directions and instructions as the Board of Directors may issue from
time to time.

         Section 3. Salary. Effective October 1, 1999, the Company shall pay the
         ---------- -------
Executive a salary of $400,000 per year in approximately  equal  installments in
accordance  with the normal pay schedule  for  officers of the  Company.  In the
event  the  Board  of  Directors  of the  Company  shall  at any  time or  times
thereafter increase the Executive's salary, then the Executive's salary under






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this Agreement for any period after any such increase shall be not less than the
last amount to which the Board increased the salary of the Executive.

         Section 4.  Deferred  Compensation.  Beginning  October  1,  1999,  the
         ----------  -----------------------
Executive  shall be entitled to  participate  in the TBC  Corporation  Executive
Deferred  Compensation  Plan,  as the  same  may be  amended  from  time to time
thereafter.

         Section 5.  Other  Benefits.  In  addition  to the salary and  deferred
         ----------  --------------
compensation  payable pursuant to Sections 3 and 4, the Executive shall,  during
the  term  of his  employment,  participate  in the TBC  Corporation  Management
Incentive  Compensation  Plan,  1989 Stock Incentive Plan, the 2000 Stock Option
Plan, and in any other stock option or compensation plan or arrangement  adopted
by the Company in addition  to, or in lieu of,  said  plans.  The Company  shall
also,  during the term of the  Executive's  employment,  extend to Executive the
fringe benefits  (including,  but not limited to,  medical,  disability and life
insurance,  vacation,  personal  leave,  automobile  and other similar  personal
benefits) which it establishes from time to time for its most highly compensated
executives. In furtherance and not in limitation of the foregoing, the Executive
shall  receive an  automobile  allowance  of not less than  $1,730 per month and
membership  in a  Memphis,  Tennessee  country  club (with  initiation  fees and
monthly dues paid by the Company).  The  Executive  shall also be eligible for a
minimum of three weeks of paid vacation.

         Section 6.  Termination of Employment.  A. The  Executive's  employment
         ----------  --------------------------
shall terminate upon the death of the Executive,  but the Company shall continue
to pay each month for twelve (12)  months  after the death of the  Executive  an
amount  per month  equal to the  salary  per month  (inclusive  of the amount of
deferred  compensation)  that was being paid to the Executive at the time of his
death to the person or entity that the Executive  shall have last  designated in
writing to the Company,  or if the Executive shall fail to designate a person or
entity or if the person or entity so designated shall not be in existence at the
time of any  payment  pursuant to this  Section  6.A.,  then to the  Executive's
estate.  Nothing in this  Section  6.A.  shall in any way limit or restrict  any
rights or benefits to which the heirs, legatees or successors in interest of the
Executive are entitled under any plans, insurance or other arrangements referred
to in Section 5 hereof in the event of the Executive's death.

         B. The  Company  shall  have the  right to  terminate  the  Executive's
employment  hereunder  at any time upon not less than sixty  (60) days'  advance
written  notice to the  Executive  in the event of such  prolonged  physical  or
mental  disability or other  condition of the  Executive  as, in the  reasonable
judgment of the Board of Directors, shall render him incapable of performing the
services required of him hereunder; provided, however, that (i) no disability or
condition  shall  be  considered  incapacitating  unless  it has  prevented  the
Executive from carrying on his duties for a consecutive period of at least three
(3) months;  and (ii) the  Executive's  employment  shall not  terminate if such
disability is cured within the 60-day notice period provided herein. In addition
to any  retirement  benefits  payable to the  Executive  under Section 8, in the
event Executive's  employment is terminated as the result of disability pursuant
to this Section 6.B.,  the Company shall  continue to pay to the Executive  each
month for twelve  (12)  months  after such  termination  an amount  equal to his
salary per month (inclusive of the amount of deferred  compensation) at the time
of such termination.





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         C. The  Company  shall  have the  right to  terminate  the  Executive's
employment  hereunder  at any time upon not less than sixty  (60) days'  advance
written  notice to the Executive in the event that (i) the Executive  engages in
an act or acts of dishonesty  constituting a felony and resulting or intended to
result  directly or  indirectly in personal gain or enrichment at the expense of
the Company;  or (ii) the Executive shall deliberately and intentionally  refuse
in a  material  way to  observe  or  comply  with any of the  material  terms or
provisions  hereof  (except  by reason  of total or  partial  incapacity  due to
physical or mental  disability  or  otherwise)  and such refusal is not cured or
corrected within the 60-day notice period provided herein. In the event that the
Company shall  terminate  the  Executive's  employment  pursuant to this Section
6.C.,  the Company  shall have no further  obligation  or  liability  under this
Agreement,  except that the Company shall pay to the  Executive the portion,  if
any, of the  Executive's  salary which  remains  unpaid for the period up to the
date of termination.

         D. 1. Provided that no Change in Control of the Company shall have then
occurred  or be pending or  contemplated,  the  Company  shall have the right to
terminate the Executive's employment, without cause, at any time during the term
of the Executive's  employment hereunder  immediately upon the giving of written
notice thereof to the Executive.  In the event of any such  termination  without
cause,  the Company shall,  during each month during the remainder of the period
specified in Section 1 hereof or during the period of eighteen (18) months after
such termination of employment,  which ever is longer, pay the Executive (i) the
monthly salary (inclusive of the amount of deferred compensation) that was being
paid to the Executive  prior to such  termination of employment,  plus (ii) one-
twelfth  (1/12) of the sum of any benefits  which the  Executive may have earned
under any incentive  compensation  plans of the Company with respect to the last
two fiscal years  preceding  the year in which such  termination  of  employment
occurs,  divided by two.  If the  Executive  dies  during the period  that he is
receiving  compensation  pursuant to this  Section  6.D.1.,  the  Company  shall
continue to make such payments to the person or entity entitled thereto pursuant
to Section 6.A. for the period of time provided in this Section 6.D.1.

                  2. If the Company gives timely notice of  nonextension  of the
Ordinary  Course  Termination  Date in  accordance  with  Section 1, the Company
shall,  for  purposes of this Section  6.D.,  be deemed to have  terminated  the
Executive's  employment  without  cause  as  of  the  date  of  such  notice  of
nonextension.

         E. If a Change in Control of the Company shall occur on or prior to the
then  current  Ordinary  Course  Termination  Date,  and the  employment  of the
Executive  shall  terminate  during the period of three (3) years  following the
Change in Control of the Company, regardless of whether the Executive resigns or
is  discharged  or whether  his  employment  is  terminated  due to his death or
disability or otherwise  (except for  termination  pursuant to the provisions of
clause (i) of Section 6.C. above), the following shall be applicable:

                  1. During the  remainder of the period  specified in Section 1
hereof or for a period of three (3) years after such  termination of employment,
whichever  is longer,  the Company  shall  continue to pay to the  Executive  an
amount equal to his salary  determined  in  accordance  with the  provisions  of
Section 3, including any compensation deferred in accordance with the provisions
of Section 4.




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<PAGE>






                  2.  Beginning  on the first day of the  month  following  such
termination  of the  Executive's  employment and on the first day of every month
thereafter  during the period of time  specified in Section  6.E.1.  above,  the
Company shall pay to Executive  one-twelfth (1/12) of the greater of (i) the sum
of any  benefits  which  the  Executive  may have  earned  under  any  incentive
compensation  plans of the Company  with respect to the last two fiscal years of
the  Company  preceding  the year in which the  termination  of the  Executive's
employment  occurred,  divided by two; or (ii) the sum of any benefits which the
Executive may have earned under any incentive  compensation plans of the Company
with  respect to the last two years of the Company  preceding  the year in which
the Change in Control occurred, divided by two.

                  3.  During the time period specified  in Section 6.E.1. above,
the  Company  shall, at its  expense,  provide  to or  for  the  benefit of  the
Executive medical, disability, and life  insurance benefits comparable  to those
provided prior to the Change in Control of the Company.

                  4.  Any  options  or  stock  appreciation   rights  which  the
Executive holds under the 1989 Stock Incentive Plan, the 2000 Stock Option Plan,
or under any other option plan of the Company on the date of the  termination of
his  employment  may be  exercised by the  Executive  with respect to all shares
subject to any such options or rights at any time within ninety (90) days of the
Executive's  termination  of  employment,  regardless of whether such options or
rights were exercisable on the date of termination; or at any time within ninety
(90) days after the  termination of the  Executive's  employment,  the Executive
may, in lieu of exercising all or any portion of any such option or right, elect
to be paid by the  Company  in cash the  excess  of the fair  market  value of a
Company  share (as defined in the 1989 Stock  Incentive  Plan of the Company) on
the date the  election  is made (or, if higher,  the  highest  price per Company
share  actually  paid in  connection  with the Change in Control of the Company)
over the  option  price per share  times the  number of shares  then  subject to
unexercised  options held by the  Executive  as to which this  election is made,
whether or not such options were  exercisable on the date of the  termination of
the  Executive's  employment.  Any payment  required to be made to the Executive
pursuant  to the  preceding  sentence  shall be made  within two (2) days of the
Executive's election to be paid in cash.

                  5.  Within  forty-five  (45) days  after the end of the fiscal
year in which  termination of the  Executive's  employment  occurs,  the Company
shall make pro rata awards to the  Executive  under any  incentive  compensation
plans of the  Company in which he  participated  which  shall be  calculated  by
multiplying (i) the fraction of which the numerator is the number of full months
worked during such year and the  denominator is twelve (12),  (ii) by the awards
which would have been earned (as  determined  by the Board of  Directors  of the
Company) if  termination  had not  occurred  during such year and if the maximum
amount payable to the Executive under the plans had been earned for such year.

                  6.  If  the  Executive  dies  during  the  period  that  he is
receiving  compensation or fringe benefits pursuant to the provisions of Section
6.E.1., 2. or 3., the Company shall continue to make such payments to the person
or entity  entitled  thereto  pursuant  to Section  6.A.  for the period of time
provided in Section 6.E.1. If the Executive dies prior to receiving the payments
specified in Section  6.E.5.  or prior to  exercising  his rights under  Section
6.E.4.,  such  payments  shall be made at the time they are  required to be made
hereunder to the person or entity entitled thereto pursuant to Section 6.A., and
such rights may be exercised during the time the Executive






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could have  exercised  them but for his death by the  person or entity  entitled
thereto pursuant to Section 6.A.

                  7. A "Change in Control" of the Company shall, for purposes of
this Agreement, mean 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 amended (the "Exchange
Act"), as the same is construed by the Securities and Exchange Commission on the
date of execution of this  Agreement or in accordance  with any change made with
respect  to said Item or  construction  thereof  deemed  more  favorable  by the
Executive;  provided that, without limitation, such a Change in Control shall be
deemed to have occurred if (i) any "person" (as such term is defined in Sections
13(d) and 14(d)(2) of the Exchange  Act),  other than the  Executive  and/or any
entity  then  controlled  by the  Company or the  Executive  is or  becomes  the
beneficial  owner,  directly  or  indirectly,   of  securities  of  the  Company
representing  30% or more of the  combined  voting power of the  Company's  then
outstanding  securities;  (ii) during any period of two (2)  consecutive  years,
individuals  who at the beginning of such period  constitute the Board cease for
any reason to constitute at least a majority thereof unless the election, or the
nomination for election by the Company's stockholders,  of each new director was
approved by a vote of at least  two-thirds  (2/3) of the directors then still in
office who were  directors  at the  beginning  of the period;  (iii) the Company
merges or  consolidates  with another  corporation  and the Company or an entity
controlled  by the Company or the Executive  immediately  prior to the merger or
consolidation is not the surviving entity;  or (iv) a sale,  lease,  exchange or
other disposition of all or substantially all of the assets of the Company takes
place.

         Section  7.  Non-Disclosure  and  Non-Competition.   A.  The  Executive
         -----------  ------------------------------------
recognizes  and  acknowledges  that he will have access to certain  confidential
information  of the  Company,  including  but not  limited to,  trade,  secrets,
customer lists, sales records and other proprietary commercial information,  and
that such information  constitutes valuable,  special and unique property of the
Company.  The  Executive  agrees  that he will not,  for any  reason or  purpose
whatsoever,  during  or after  the  term of his  employment,  disclose  any such
confidential  information to any party without the express  authorization of the
Company,  except as necessary in the ordinary  course of  performing  his duties
hereunder.

         B. The  Executive  agrees with the Company  that during the term of his
employment with the Company and for such longer period as the Executive shall be
receiving  payments under Section 6.D. above,  the Executive shall not engage in
any Competitive Activity. For purpose of this Agreement,  "Competitive Activity"
shall mean the  Executive's  participation,  without the written  consent of the
Company,  in the management of any business  operation of any enterprise if such
operation  (a  "Competitive   Operation")  engages  in  substantial  and  direct
competition with any business operation actively conducted by the Company or its
subsidiaries. "Competitive Activity" shall not include (i) the mere ownership of
securities in any  enterprise  or (ii)  participation  in the  management of any
enterprise or any business  operation  thereof,  other than in connection with a
Competitive Operation of such enterprise.

         C. The Executive acknowledges  that his compliance with  the agreements
in Sections 7.A. and 7.B.  hereof is necessary to protect the goodwill and other
proprietary  interests of the Company. The Executive  acknowledges that a breach
of his agreements in Sections 7.A. or 7.B.



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hereof will result in irreparable  and continuing  damage to the Company and its
business,  for which there will be no adequate  remedy at law; and the Executive
agrees that in the event of any breach of the aforesaid agreements,  the Company
shall be entitled to injunctive  relief and to such other and further  relief as
may be proper.

         Section 8. Retirement  Benefits.  A. The Executive shall be entitled to
         ---------- ---------------------
participate  in the Company's  401(k)  Savings Plan and in any other  retirement
plan hereafter adopted by the Company for the benefit of its employees,  subject
in each case to the terms of any such plan governing  participation  therein. In
addition, the Executive shall be entitled to supplemental retirement benefits in
accordance with the terms of the Company's  Executive  Retirement Plan and shall
be credited with two Years of Service  thereunder on his Employment  Start Date.
If he is then employed by the Company,  the Executive shall, for purposes of the
Company's  Executive  Retirement Plan, be credited with 1.6 Years of Service for
the twelve  month  period  ending  March 31, 2003 and for each full twelve month
period thereafter that he is so employed.

         B. If a Change in Control of the Company occurs,  the Executive  shall,
for purposes of the Executive  Retirement Plan, be credited with such additional
Years of  Service  as are  necessary  to cause him to have five Years of Service
thereunder  as of the  date  of the  Change  in  Control.  In  addition,  if the
Executive's  employment is terminated during the three (3) year period following
the Change in Control and the Executive is entitled to  continuing  compensation
under Section 6.E. of this Agreement,  for purposes of the Executive  Retirement
Plan,  (i)  the  Executive  shall,  as of the  day  preceding  the  date  of his
termination of employment,  be credited with 1.6 Years of Service thereunder for
each twelve month period during the time period specified in Section 6.E.1.; and
(ii) if the Executive has not reached 55 years of age on the date his employment
is terminated, the Executive's supplemental retirement benefits thereunder shall
be calculated as if he were then 55 years old.

         C. Notwithstanding anything to the contrary set  forth in  Section 8.A.
or 8.B, the maximum Years of Service with which the Executive  shall be credited
during his  employment  with the  Company  shall not exceed 25 for  purposes  of
calculating his benefits under the Executive Retirement Plan.

         D. The Company  shall  establish  and maintain a trust fund to fund the
payment of all benefits to be paid to the Executive pursuant to Sections 6 and 8
under the  circumstances  described in, and in  accordance  with the terms of, a
trust  agreement  substantially  in the form  attached  hereto as Exhibit A. The
Company  may add to said trust fund the  amounts  of any  deferred  compensation
payable to the  Executive in order to fund the  payments  thereof as provided in
any plan relating thereto.

         Section 9.  Incentive Compensation Plan References.   For  purposes  of
         ---------   --------------------------------------
this Agreement,  any reference to "incentive  compensation plans" of the Company
shall not include stock option plans.

         Section 10.  Limitation on Payments.  A.  Sections 280G and 4999 of the
         ----------   ----------------------
Internal  Revenue  Code  (the  "Code")  impose  a 20%  excise  tax on  excessive
compensation  received by, and deny a deduction to the Company for the amount of
excess compensation paid to, employees who are



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officers, shareholders or highly compensated individuals as a result of a change
in the  ownership or effective  control of the Company or in the  ownership of a
substantial  portion  of  the  Company's  assets.  In  general,  payments  to an
individual  that are  contingent  on a Change in Control  will not be treated as
excessive  if such  payments  are less than three (3) times the  average  annual
compensation  received by such  individual over the five (5) years preceding the
Change in  Control.  The  provisions  that follow are  designed to maximize  the
amounts  payable to the Executive  under this Agreement in the event of a Change
in Control,  taking into consideration the possible application of the foregoing
Code provisions.

         B. Notwithstanding  anything in this Agreement to the contrary,  in the
event that it is determined  that any payment by the Company to the Executive or
for the Executive's  benefit,  whether paid or payable  pursuant to the terms of
this  Agreement or  otherwise,  would be taxable  because of Section 4999 of the
Code,  then the aggregate  present value of amounts  payable to the Executive or
for the Executive's  benefit  pursuant to this Agreement shall be reduced to the
Reduced Amount unless C. below applies.  For purposes of this subparagraph,  the
"Reduced  Amount" shall be defined as an amount expressed in present value which
maximizes the amounts  payable  pursuant to this Agreement  without  causing any
such  payments  to be taxable to the  Executive  because of Section  4999 of the
Code.

         C. If the Net After Tax Benefit of all amounts payable to the Executive
pursuant  to this  Agreement  exceeds  the Net After Tax  Benefit of the Reduced
Amount,  then this Section 10 shall not apply to limit any amount payable to the
Executive.  "Net After Tax Benefit" means the amount payable to the Executive or
for the  Executive's  benefit  pursuant to this  Agreement  (whether the Reduced
Amount or the full amounts payable to the Executive under this Agreement),  less
the sum of (i) the amount of federal  income taxes  payable with respect to such
amounts and (ii) the amount of excise taxes payable on such amounts  pursuant to
Section 4999 of the Code, if any. For purposes of this clause C., federal income
taxes  payable in respect of future  payments  shall be those  prescribed by the
Code at the time the calculation is made for the periods in which the same shall
be payable.

         D. An initial determination as to whether any reduction in payments and
benefits  is  necessary  in  order to  comply  with B.  above  and,  if so,  the
calculation  of the Reduced Amount shall be made by the Company and furnished to
the Executive in writing  within seven (7) days following the date of the Change
of Control of the Company. From time to time thereafter as necessary and, in any
event,  upon  termination  of the  Executive's  employment,  the  Company  shall
re-examine its  determination  and  recalculate  the Reduced Amount and promptly
furnish  information  with respect to the same to the Executive in writing.  The
Company's  determination and its calculation of the Reduced Amount following the
termination  of the  Executive's  employment  will be final and binding upon the
Executive unless the Executive  notifies the Company within eight (8) days after
the Executive  receives the Company's  determination  and  calculation  that the
Executive  disputes  the same.  Within  ten (10) days  after  the  Executive  so
notifies the Company,  the Executive shall deliver to the Company a statement of
the basis for the  Executive's  opinion as to whether any  reduction in payments
and  benefits is  necessary,  pursuant  to B. above and, if so, the  Executive's
calculation  of the Reduced  Amount.  If, within ten (10) days after the Company
receives such statement, the Company and the Executive are unable to agree as to
whether any reduction is necessary or as to the calculation of any amounts under
this




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Section  10, then the Company and the  Executive  shall,  within  three (3) days
thereafter,  choose a nationally  recognized accounting firm to resolve any such
dispute.  Such  accounting  firm's  determination  shall  be made  promptly  and
delivered  to the  Company  and the  Executive  within  twenty  (20) days of its
appointment and shall be final and binding on the parties. All costs incurred in
connection  with  the  accounting  firm's  determination  shall  be borne by the
Company.

         E. Within ten (10) days after the date a determination  and calculation
of the Reduced Amount becomes final and binding in accordance with D. above, the
Executive may elect which  portion of the payments due him under this  Agreement
shall be eliminated or reduced to meet such Reduced  Amount  (including  meeting
the Reduced  Amount by reducing  the present  value of any payment and  benefits
through  deferral of the payment  date).  If the  Executive  does not notify the
Company of his election within such ten (10) day period,  the Company shall have
the right to decide how the Reduced Amount will be met.

         F. Pending a final and binding  determination  and  calculation  of the
Reduced Amount in accordance  with this Section 10, the Executive shall have the
right to require  the  Company  to pay to the  Executive  all or any  undisputed
portion of the Reduced Amount, as determined and calculated by the Company, that
would be then due and payable to the Executive pursuant to this Agreement.  Such
payment  shall be made by the  Company  within  two (2) days  after  the date of
receipt of notice from the Executive requesting such payment.

         G.  The  Company  shall  pay to the  Executive  or for the  Executive's
benefit that portion of the Reduced  Amount which is then due and payable  (less
any amount  previously paid by the Company pursuant to F. above) within ten (10)
days after receipt of the election by the Executive described in E. above or, in
the absence of such an  election,  within  fifteen (15) days after the date upon
which any  determination and calculation of the Reduced Amount becomes final and
binding in accordance with D. above.  The balance of the Reduced Amount shall be
paid promptly as the same becomes due and payable under this Agreement.

         H. In the  event  that  the  Internal  Revenue  Service  or a court  of
competent  jurisdiction  makes a final  determination  that any  payments to the
Executive under this Agreement are taxable to the Executive  pursuant to Section
4999 of the Code, and such payments should not have been made under the terms of
Sections 10.B. and C. hereof (such taxable  payments and benefits being referred
to  hereinafter  as an  "Overpayment")  or in the event  that the Code  shall be
amended  or final  regulations  thereunder  adopted  and,  as a result  thereof,
payments or  benefits  previously  made to the  Executive  under this  Agreement
should not have been made under the terms of Sections  10.B. and C. and are thus
recharacterized  as an  Overpayment,  the  amount of such  Overpayment  shall be
treated for all purposes as a loan to the Executive  which shall be repayable by
the Executive within thirty (30) days after demand by the Company, together with
interest at the  applicable  federal rate specified for a demand loan in Section
7872(f)(2)  of  the  Code,  compounded  semiannually.  The  foregoing  provision
relating to Overpayments shall be applicable notwithstanding previous compliance
by the Company  and the  Executive  with the  requirements  of this  Section 10;
provided,  however, that no such Overpayment shall be repaid by the Executive to
the Company if and to the extent that, despite making such repayment, the amount
which is  subject  to  taxation  under  Section  4999 of the Code  would  not be
reduced.





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         Section 11. Amendment of Agreement.  This Agreement may be amended from
         ----------- ----------------------
time to time  hereafter  only with the mutual  consent of the  Executive and the
Board  of  Directors  of  the  Company  (or  any  committee   thereof  to  which
responsibility  for this Agreement has been delegated).  All amendments shall be
in writing,  shall  reference this Agreement and state that an amendment to this
Agreement is being made in the respects set forth therein, and shall be executed
by the Executive and the Company.

         Section 12. Waiver.  The failure of either party to insist,  in any one
         ----------- -------
or more  instances,  upon the  performance  of any of the  terms,  covenants  or
conditions of this  Agreement by the other party hereto,  shall not be construed
as a waiver or as a relinquishment  of any right granted  hereunder to the party
failing to insist on such performance,  or as a waiver of the future performance
of any such term, covenant or condition,  but the obligations  hereunder of both
parties  hereto shall  remain  unimpaired  and shall  continue in full force and
effect.

         Section 13. Successor; Binding Agreement. The Company shall require any
         ----------- -----------------------------
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise) to all or substantially all of the business or assets of the Company,
by agreement in form and substance  reasonably  satisfactory  to the  Executive,
expressly to assume and agree to perform  this  Agreement in the same manner and
to the same extent  that the Company  would be required to perform it if no such
succession  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the  effectiveness of such succession shall be deemed to be a Change in
Control of the Company effective on the date of such succession. As used herein,
"Company"  shall mean TBC  Corporation  and any successor to its business and/or
its assets as aforesaid  which executes and delivers the agreement  provided for
in this  Section  13 or  which  otherwise  becomes  bound by all the  terms  and
provisions of this Agreement by operation of law.

         Section 14. Notices.  All notices  required or  permitted  to be given
         ----------- --------
under this Agreement  shall be in writing and shall be mailed  (postage  prepaid
via either  registered  or  certified  mail) or  delivered,  if to the  Company,
addressed to:

                TBC Corporation
                4770 Hickory Hill Drive
                Post Office Box 18342
                Memphis, Tennessee 38181-0342

                Attention: Chairman of the Board

and if to the  Executive,  addressed  to the  Executive at his then current home
address as set forth in the Company's books and records. Either party may change
the address to which  notices to it or him are to be directed by giving  written
notice  of such  change  to the  other  party in the  manner  specified  in this
paragraph.

         Section 15.  Arbitration.  Any  controversy  or claim arising out of or
         -----------  ------------
relating  to  this  Agreement,  or the  breach  thereof,  shall  be  settled  by
arbitration in Memphis,  Tennessee, in accordance with the Rules of the American
Arbitration   Association,   and  judgment  upon  the  award   rendered  by  the
Arbitrator(s) may be entered in any court having jurisdiction thereof.




                                      -60-


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         Section 16.  Validity.  The  invalidity  or  unenforceability   of  any
         ----------   ---------
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.

                                  TBC CORPORATION



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



                                  /s/ LAWRENCE C. DAY
                                 ---------------------------------------
                                    LAWRENCE C. DAY (Executive)




























                                      -61-


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