SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  ------------

                                 TBC CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                             31-0600670
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                                 TBC CORPORATION

                             4770 Hickory Hill Road
                            Memphis, Tennessee 38141

                        (Address, including zip code, of
                    registrant's principal executive offices)

                                 TBC CORPORATION
                             2000 STOCK OPTION PLAN

                            (Full title of the plan)

                          Sharen Swartz Neuhardt, Esq.
                            Thompson Hine & Flory LLP
                            2000 Courthouse Plaza NE
                               Dayton, Ohio 45402
                                 (937) 443-6705

                      (Name, address and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>

================================================================================================================
<CAPTION>
                                                                            Proposed
                                                     Proposed Maximum       Maximum              Amount of
Title of  Securities              Amount to be       Offering Price Per     Aggregate Offering   Registration
to be Registered                  Registered (1)(2)  Share (3)              Price (3)            Fee
--------------------------------  ------------------ ---------------------- -------------------  ---------------
<S>                                   <C>                     <C>              <C>                <C>
Common Stock, $.10 par value
per share (2)                         2,000,000                $4.65           $9,300,000         $2,456
--------------------------------  ------------------ ---------------------- -------------------  ---------------
</TABLE>

(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration  statement  also covers an  indeterminate  amount of shares of
     Common  Stock that may be  offered  or sold as a result of any  adjustments
     from stock splits, stock dividends or similar events.

(2)  There are also  being  registered  hereunder  an equal  number of Rights to
     Purchase Series A Junior Participating Preferred Stock, which are currently
     attached  to and  transferrable  only  with  the  shares  of  Common  Stock
     registered hereby.

(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) on the basis of the average of the high and low
     prices reported on the Nasdaq National Market on October 25, 2000.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

       The following  documents are incorporated herein by reference as of their
respective dates of filing:

           (a) The Annual Report of TBC Corporation (the "Company") on Form 10-K
       for the fiscal year ended  December 31, 1999,  filed  pursuant to Section
       13(a) of the Securities Exchange Act of 1934 (the "Exchange Act").

           (b) The  Company's  Quarterly  Reports on Form 10-Q for the  quarters
       ended March 31, 2000 and June 30, 2000,  filed  pursuant to Section 13(a)
       of the Exchange Act.

           (c) The Company's  Current Report on Form 8-K, dated June 5, 2000 and
       filed on June 8, 2000,  Current Report on Form 8-K dated June 5, 2000 and
       filed on June 20, 2000, and Form 8-K/A-1, filed on August 21, 2000, filed
       pursuant to Section 13(a) of the Exchange Act.

           (d) The  description of the Company's  Common Stock  contained in the
       Registration  Statement filed pursuant to Section 12 of the Exchange Act,
       including  any amendment or report filed for the purpose of updating such
       description.

       All  documents  subsequently  filed by the  Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered hereunder
have  been  sold or which  deregisters  all  securities  then  remaining  unsold
hereunder  shall be deemed to be  incorporated  by reference  herein and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

       Thompson  Hine & Flory LLP has  provided a legal  opinion to the  Company
with respect to the shares of Common Stock of the Company issuable under the TBC
Corporation  2000 Stock  Option Plan and  registered  hereunder.  Sharen  Swartz
Neuhardt, a partner of the Firm, is Secretary of the Company.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

       Article  VII of  the  By-Laws  of the  Company  (incorporated  herein  by
reference from the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30,  1998) sets forth  certain  rights of  directors  and  officers  of the
Company  to  indemnification  against  all  losses,  liabilities,   damages  and
expenses,  including  attorneys'  fees,  judgments,  fines,  and amounts paid in
settlement, in connection with any claim, action, suit, or proceeding, including
any action by or in

                                       -2-


<PAGE>



the  right of the  Company,  by  reason  of any act or  omission  to act as such
director or officer, to the fullest extent permitted by Delaware law.

       The  Company  maintains   insurance   policies  which  presently  provide
protection, within the maximum liability limits of the policies and subject to a
deductible  amount  for  each  claim,  to the  Company  in  connection  with its
indemnification  obligations  and to the  directors and officers with respect to
certain  matters  which  are  not  covered  by  the  Company's   indemnification
obligations.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

       Not applicable.

Item 8.  Exhibits.
         --------

       See Index to Exhibits following signature pages.

Item 9.  Undertakings.
         ------------

       (a)  The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made of the securities  registered  hereby, a  post-effective  amendment to this
registration statement:

                 (i) To include any prospectus required  by Section 10(a)(3) of
       the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
       after  the  effective  date of the  registration  statement  (or the most
       recent  post-effective  amendment thereof) which,  individually or in the
       aggregate, represent a fundamental change in the information set forth in
       this registration statement;

               (iii) To  include any  material  information  with respect to the
       plan  of  distribution  not  previously  disclosed  in  the  registration
       statement or any material change to such  information in the registration
       statement;   provided,  however,  that  the  undertakings  set  forth  in
       paragraphs (i) and (ii) above do not apply if the information required to
       be  included  in  a  post-effective  amendment  by  those  paragraphs  is
       contained in periodic reports filed by the registrant with the Securities
       and  Exchange  Commission  or  furnished  to the  Commission  pursuant to
       Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934 that
       are incorporated by reference in this registration statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                       -3-


<PAGE>



       (b) The  undersigned  registrant  hereby  further  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 and, where applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES
                                   ----------

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Memphis,  State of Tennessee, on  this 27th   day of
October, 2000.

                                   TBC CORPORATION


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

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

------------------------------------------------------------------------------

Name                            Title                          Date

------------------------------------------------------------------------------



/s/ LAWRENCE C. DAY           President, Chief Executive      October 27, 2000
---------------------         Officer (principal executive
Lawrence C. Day               officer) and Director


                                       -4-


<PAGE>






/S/ RONALD E. McCOLLOUGH     Executive Vice President,        October 27, 2000
------------------------     Chief Financial Officer, and
Ronald E. McCollough         Treasurer (principal financial
                             officer)
                            -------------------------------


*Marvin E. Bruce             Chairman of the Board            October 27, 2000

*Robert H. Dunlap            Director                         October 27, 2000

*Charles A. Ledsinger, Jr.   Director                         October 27, 2000

*William J. McCarthy         Director                         October 27, 2000

*Richard A. McStay           Director                         October 27, 2000

*Donald Ratajczak            Director                         October 27, 2000

*Robert R. Schoeberl         Director                         October 27, 2000

*Raymond E. Schultz          Director                         October 27, 2000

                * The  undersigned,  by signing his name hereto,  executes  this
Registration   Statement   pursuant  to  powers  of  attorney  executed  by  the
above-named  persons and filed with the Securities and Exchange Commission as an
Exhibit to this Registration Statement.

                                  /s/ LAWRENCE C. DAY
                                  ----------------------------------------
                                  Lawrence C. Day
                                  Attorney-in-Fact


                                INDEX TO EXHIBITS
                                -----------------

      (4)    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
             HOLDERS, INCLUDING INDENTURES:

             4.1       Certificate of Incorporation of TBC Corporation, Restated
                       as of  August 6,  1987,  as  amended  by  Certificate  of
                       Amendment to Restated  Certificate of Incorporation dated
                       April 24, 1992

             4.2       Bylaws of TBC  Corporation  (filed as Exhibit  3.1 to the
                       Company's  Quarterly  Report on Form 10-Q for the quarter
                       ended June 30, 1998 and incorporated herein by reference)

                                       -5-


<PAGE>




             4.3       TBC Corporation 2000 Stock Option Plan

      (5)    OPINION RE LEGALITY

             5.1       Opinion of Thompson Hine & Flory LLP

     (23)    CONSENTS OF EXPERTS AND COUNSEL

             23.1      Consent of PricewaterhouseCoopers LLP

             23.2      Consent of Arthur Andersen LLP

             23.3      Consent of Thompson Hine & Flory LLP [contained
                       in their opinion filed as Exhibit 5.1]

     (24)    POWERS OF ATTORNEY

             24.1      Powers of Attorney of each person
                       whose signature on this registration
                       statement was signed by another pursuant
                       to a power of attorney
                         -------------------------------------























                                       -6-


<PAGE>
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{"company-data": {"conformed-name": "TBC CORP", "cik": "0000718449", "assigned-sic": "5010", "irs-number": "310600670", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48802", "film-number": "747763"}, "business-address": {"street1": "4770 HICKORY HILL RD", "city": "MEMPHIS", "state": "TN", "zip": "38141", "phone": "9013638030"}, "mail-address": {"street1": "4770 HICKORY HILL RD", "city": "MEMPHIS", "state": "TN", "zip": "38141"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  ------------

                                 TBC CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                             31-0600670
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                 TBC CORPORATION

                             4770 Hickory Hill Road
                            Memphis, Tennessee 38141

                        (Address, including zip code, of
                    registrant's principal executive offices)

                                 TBC CORPORATION
                             2000 STOCK OPTION PLAN

                            (Full title of the plan)

                          Sharen Swartz Neuhardt, Esq.
                            Thompson Hine & Flory LLP
                            2000 Courthouse Plaza NE
                               Dayton, Ohio 45402
                                 (937) 443-6705

                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================================================
Proposed
                                                     Proposed Maximum       Maximum              Amount of
Title of  Securities              Amount to be       Offering Price Per     Aggregate Offering   Registration
to be Registered                  Registered (1)(2)  Share (3)              Price (3)            Fee
--------------------------------  ------------------ ---------------------- -------------------  ---------------
Common Stock, $.10 par value
per share (2)                         2,000,000                $4.65           $9,300,000         $2,456
--------------------------------  ------------------ ---------------------- -------------------  ---------------
(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration  statement  also covers an  indeterminate  amount of shares of
     Common  Stock that may be  offered  or sold as a result of any  adjustments
     from stock splits, stock dividends or similar events.

(2)  There are also  being  registered  hereunder  an equal  number of Rights to
     Purchase Series A Junior Participating Preferred Stock, which are currently
     attached  to and  transferrable  only  with  the  shares  of  Common  Stock
     registered hereby.

(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) on the basis of the average of the high and low
     prices reported on the Nasdaq National Market on October 25, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

       The following  documents are incorporated herein by reference as of their
respective dates of filing:

           (a) The Annual Report of TBC Corporation (the "Company") on Form 10-K
       for the fiscal year ended  December 31, 1999,  filed  pursuant to Section
       13(a) of the Securities Exchange Act of 1934 (the "Exchange Act").

           (b) The  Company's  Quarterly  Reports on Form 10-Q for the  quarters
       ended March 31, 2000 and June 30, 2000,  filed  pursuant to Section 13(a)
       of the Exchange Act.

           (c) The Company's  Current Report on Form 8-K, dated June 5, 2000 and
       filed on June 8, 2000,  Current Report on Form 8-K dated June 5, 2000 and
       filed on June 20, 2000, and Form 8-K/A-1, filed on August 21, 2000, filed
       pursuant to Section 13(a) of the Exchange Act.

           (d) The  description of the Company's  Common Stock  contained in the
       Registration  Statement filed pursuant to Section 12 of the Exchange Act,
       including  any amendment or report filed for the purpose of updating such
       description.

       All  documents  subsequently  filed by the  Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered hereunder
have  been  sold or which  deregisters  all  securities  then  remaining  unsold
hereunder  shall be deemed to be  incorporated  by reference  herein and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

       Thompson  Hine & Flory LLP has  provided a legal  opinion to the  Company
with respect to the shares of Common Stock of the Company issuable under the TBC
Corporation  2000 Stock  Option Plan and  registered  hereunder.  Sharen  Swartz
Neuhardt, a partner of the Firm, is Secretary of the Company.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

       Article  VII of  the  By-Laws  of the  Company  (incorporated  herein  by
reference from the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30,  1998) sets forth  certain  rights of  directors  and  officers  of the
Company  to  indemnification  against  all  losses,  liabilities,   damages  and
expenses,  including  attorneys'  fees,  judgments,  fines,  and amounts paid in
settlement, in connection with any claim, action, suit, or proceeding, including
any action by or in

                                       -2-
the  right of the  Company,  by  reason  of any act or  omission  to act as such
director or officer, to the fullest extent permitted by Delaware law.

       The  Company  maintains   insurance   policies  which  presently  provide
protection, within the maximum liability limits of the policies and subject to a
deductible  amount  for  each  claim,  to the  Company  in  connection  with its
indemnification  obligations  and to the  directors and officers with respect to
certain  matters  which  are  not  covered  by  the  Company's   indemnification
obligations.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

       Not applicable.

Item 8.  Exhibits.
         --------

       See Index to Exhibits following signature pages.

Item 9.  Undertakings.
         ------------

       (a)  The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made of the securities  registered  hereby, a  post-effective  amendment to this
registration statement:

                 (i) To include any prospectus required  by Section 10(a)(3) of
       the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
       after  the  effective  date of the  registration  statement  (or the most
       recent  post-effective  amendment thereof) which,  individually or in the
       aggregate, represent a fundamental change in the information set forth in
       this registration statement;

               (iii) To  include any  material  information  with respect to the
       plan  of  distribution  not  previously  disclosed  in  the  registration
       statement or any material change to such  information in the registration
       statement;   provided,  however,  that  the  undertakings  set  forth  in
       paragraphs (i) and (ii) above do not apply if the information required to
       be  included  in  a  post-effective  amendment  by  those  paragraphs  is
       contained in periodic reports filed by the registrant with the Securities
       and  Exchange  Commission  or  furnished  to the  Commission  pursuant to
       Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934 that
       are incorporated by reference in this registration statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                       -3-
(b) The  undersigned  registrant  hereby  further  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 and, where applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES
                                   ----------

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Memphis,  State of Tennessee, on  this 27th   day of
October, 2000.

                                   TBC CORPORATION

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

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

------------------------------------------------------------------------------

Name                            Title                          Date

------------------------------------------------------------------------------

/s/ LAWRENCE C. DAY           President, Chief Executive      October 27, 2000
---------------------         Officer (principal executive
Lawrence C. Day               officer) and Director

                                       -4-
/S/ RONALD E. McCOLLOUGH     Executive Vice President,        October 27, 2000
------------------------     Chief Financial Officer, and
Ronald E. McCollough         Treasurer (principal financial
                             officer)
                            -------------------------------

*Marvin E. Bruce             Chairman of the Board            October 27, 2000

*Robert H. Dunlap            Director                         October 27, 2000

*Charles A. Ledsinger, Jr.   Director                         October 27, 2000

*William J. McCarthy         Director                         October 27, 2000

*Richard A. McStay           Director                         October 27, 2000

*Donald Ratajczak            Director                         October 27, 2000

*Robert R. Schoeberl         Director                         October 27, 2000

*Raymond E. Schultz          Director                         October 27, 2000

                * The  undersigned,  by signing his name hereto,  executes  this
Registration   Statement   pursuant  to  powers  of  attorney  executed  by  the
above-named  persons and filed with the Securities and Exchange Commission as an
Exhibit to this Registration Statement.

                                  /s/ LAWRENCE C. DAY
                                  ----------------------------------------
                                  Lawrence C. Day
                                  Attorney-in-Fact

                                INDEX TO EXHIBITS
                                -----------------

      (4)    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
             HOLDERS, INCLUDING INDENTURES:

             4.1       Certificate of Incorporation of TBC Corporation, Restated
                       as of  August 6,  1987,  as  amended  by  Certificate  of
                       Amendment to Restated  Certificate of Incorporation dated
                       April 24, 1992

             4.2       Bylaws of TBC  Corporation  (filed as Exhibit  3.1 to the
                       Company's  Quarterly  Report on Form 10-Q for the quarter
                       ended June 30, 1998 and incorporated herein by reference)

                                       -5-
4.3       TBC Corporation 2000 Stock Option Plan

      (5)    OPINION RE LEGALITY

             5.1       Opinion of Thompson Hine & Flory LLP

     (23)    CONSENTS OF EXPERTS AND COUNSEL

             23.1      Consent of PricewaterhouseCoopers LLP

             23.2      Consent of Arthur Andersen LLP

             23.3      Consent of Thompson Hine & Flory LLP [contained
                       in their opinion filed as Exhibit 5.1]

     (24)    POWERS OF ATTORNEY

             24.1      Powers of Attorney of each person
                       whose signature on this registration
                       statement was signed by another pursuant
                       to a power of attorney
                         -------------------------------------

                                       -6-