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May 31 8:46 AM '84
[illegible]
SECRETARY OF STATE
[illegible] EXHIBIT 3.9

ARTICLES OF INCORPORATION

TOWN & COUNTRY TIRE SERVICE, INC.

I, the undersigned natural person of the age of eighteen (18)
years or more, for the purpose of forming a business corporation under the laws
of the State of North Carolina, as contained in Chapter 55 of the General
Statutes of North Carolina, entitled Business Corporation Act, and the several
amendments thereto, hereby set forth Articles of Incorporation as follows:

ARTICLE I

Name. The name of the corporation is TOWN & COUNTRY TIRE
SERVICE, INC.

ARTICLE II

Period of Duration. The period of duration of the Corporation
shall be perpetual.

ARTICLE III

Purpose. The purpose or purposes for which the corporation is
organized are:

In general, to have and exercise any and all powers that
corporations have and may exercise under the laws of the State of North Carolina
and as the same may be amended, except such powers as are inconsistent with the
express provisions of these Articles.

ARTICLE IV

Capital Stock. The aggregate number of shares that the
corporation shall have authority to issue is One Hundred Thousand (100,000),
divided into one class. The designation of the class, number of shares of the
class, series, if any, within the class, and the par value, if any, of the
shares of each class, or statement that the shares of any class are without par
value, is as follows:

Number of Par Value
Class Series Shares Per Share
- ----- ------ ------ ---------

Common A 100,000 $1.00

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ARTICLE V

Preferences, Etc. The preferences, limitations and relative
rights in respect of the shares of each class are as follows: None.

ARTICLE VI

Consideration for Shares. The minimum amount of consideration
for shares to be received by the corporation before it shall commence business
is $500.00.

ARTICLE VII

Registered Office and Registered Agent. The address of the
initial registered office of the corporation is: 5 West Hargett Street, Suite
1000, City of Raleigh, County of Wake, State of North Carolina 27601, and the
name of the initial registered agent at such address is William D. Harazin.

ARTICLE VIII

Directors. The number of Directors of the corporation may be
fixed by the bylaws, but shall not be less than one. The number of Directors
constituting the initial Board of Directors shall be three, and the names and
addresses of the persons who are to serve as Directors until the first meeting
of shareholders or until their successors shall be elected and qualified are:
Ernie Ray Sears, Route 1, Fuquay-Varina, NC 27526; Emerson D. Beecher, 3920
Westra Drive, Raleigh, NC 27604; and Robert Mitchell Kinton, Route 1,
Fuquay-Varina, NC 27526.

ARTICLE IX

Incorporator. The name and address of the Incorporator is
William D. Harazin, 5 West Hargett Street, Suite 1000, Raleigh, NC 27601.

IN TESTIMONY WHEREOF, I have hereunto set my hand this 30th
day of May, 1984, A.D.

/s/ WILLIAM D. HARAZIN
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NORTH CAROLINA
WAKE COUNTY

This is to certify that on the 30th day of May, 1984, before
me a Notary Public, personally appeared William D. Harazin, who I am satisfied
is the person named in and who executed the foregoing Articles of Incorporation,
and I, having first made known to him the contents thereof, he did acknowledge
that he signed and delivered the same as his voluntary act and deed for the uses
and purposes therein expressed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal this 30th day of May 1984, A.D.

/s/ ELIZABETH A. ROBERTS
Notary Public

My Commission Expires: 8-23-88
4
FILED
9:00 AM
SEP 30 1993
EFFECTIVE_____________________
RUFUS L. EDMISTEN
SECRETARY OF STATE
NORTH CAROLINA

ARTICLES OF AMENDMENT OF
TOWN & COUNTRY TIRE SERVICE, INC.

The undersigned corporation hereby executes these Articles of
Amendment for the purpose of amending its charter:

1. The name of the corporation is Town & Country Tire Service,
Inc.

2. The following amendment to the charter of the corporation
was adopted by its shareholders on the 5th day of October, 1992, in the manner
prescribed by law:

The name of said corporation is hereby changed to ITCO Tire
Company.

3. The number of shares of the corporation outstanding at the
time of such adoption was 6,000; and the number of shares entitled to vote
thereon was 6,000.

4. The number of shares voted for such amendment was 6,000;
and the number of shares voted against such amendment was zero.

5. Any exchange, reclassification or cancellation of issued
shares will be effected in the following manner:

None.

6. Any change in the stated capital of the corporation will be
effected in the following manner:

None.

7. The amendment herein effected does not give rise to
dissenter's rights to payment for the reason that the only effect of such
amendment is to change the name of said corporation.

IN WITNESS WHEREOF, these articles are signed by the President
and Secretary of the corporation this 5th day of October 1992.

TOWN & COUNTRY TIRE SERVICE, INC.

BY: /s/ A. BURWELL
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President

BY: /s/ WILLIAM E. BERRY
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Secretary
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NORTH CAROLINA
WILSON COUNTY

I, Kathy Tant Webb, a notary public, hereby certify that on
this 5th day of October, 1992, personally appeared before me Armistead Burwell
and William E. Berry, each of whom being by me first duly sworn, declared that
he signed the foregoing document in the capacity indicated, that he was
authorized so to sign, and that the statements therein contained are true.

/s/ KATHY TANT WEBB
--------------------------
Notary Public

My Commission Expires:

6-5-94
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