EXHIBIT 10.7

                                 TBC CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AGREEMENT is being  executed as of the 31st day of October,  2000,
by and between TBC CORPORATION,  a Delaware  corporation  (the  "Company"),  and
KENNETH P. DICK (the "Executive"), under the following circumstances:

                  A.    Executive has been employed by the Company for a  number
         of years as an executive officer and is now so employed.

                  B.    The  Company  desires  to be  assured  of  retaining the
         services of the Executive.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereby agree as follows:

         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  November 1, 2000 and terminating on the later
of October 31, 2003 (the "Ordinary Course  Termination  Date"),  or one (1) year
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.  During   Executive's  term  of
         -----------  ----------------------
employment,  the Company shall employ the Executive as, and the Executive  shall
serve as, an executive  officer of the Company with his duties,  authority,  and
responsibilities  to be of the same  character  as  those  being  performed  and
exercised by the Executive at the time of execution of this Agreement 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 or the Chief
Executive Officer of the Company may issue from time to time.

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         Section 3.  Salary.  The  Company  shall pay the  Executive a salary of
         ----------  -------
$199,050 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 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.  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 hereafter.

         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, 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.

         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 six (6) 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 six (6) 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.

         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




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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 period of one (1)
year after such termination of employment,  pay the Executive the monthly salary
(inclusive  of the amount of deferred  compensation)  that was being paid to the
Executive prior to such termination of employment.  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 one (1) year 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 one (1) year 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.

                  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





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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 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



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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. 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 receive such
         ---------   -------------------
retirement  benefits as may be provided for him under the  Company's  Retirement
Plan, including any supplemental benefits



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provided for the Executive under any supplemental retirement plan in which he is
designated a participant by the Company's Board of Directors or any committee of
the Board.

         B. 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 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.





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         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 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.



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         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.

         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:






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

                              Attention:  Chief Executive Officer

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.

         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/ LAWRENCE C. DAY
                                   -------------------------------------------
                                     Lawrence C. Day,
                                     President and Chief Executive Officer


                                 /s/ KENNETH P. DICK
                                 ---------------------------------------------
                                     KENNETH P. DICK










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