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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

Commission file number 1-5571


________________________

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

Delaware 75-1047710
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Mail Stop CF3-201, 300 RadioShack Circle, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (817) 415-3011


________________________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Name of each exchange


Title of each class on which registered
Common Stock, par value $1 per share New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X
No __

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No
X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.__

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ X ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes __ No X

As of June 30, 2008, the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant
was $1,008,064,132 based on the New York Stock Exchange closing price. For the purposes of this disclosure only, the registrant
has assumed that its directors, executive officers and beneficial owners of 5% or more of the registrant’s common stock as of June
30, 2008, are the affiliates of the registrant.

As of February 11, 2009, there were 125,082,669 shares of the registrant's Common Stock outstanding.

Documents Incorporated by Reference

Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders are incorporated by reference into Part III.

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TABLE OF CONTENTS
Page
PART I

Item 1. Business 4
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 13
Item 2. Properties 13
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Executive Officers of the Registrant 16

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 18
Equity Securities
Item 6. Selected Financial Data 19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 42
Item 8. Financial Statements and Supplementary Data 42
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42
Item 9A. Controls and Procedures 42
Item 9B. Other Information 43

PART III

Item 10. Directors, Executive Officers and Corporate Governance 43


Item 11. Executive Compensation 43
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 43
Item 13. Certain Relationships and Related Transactions, and Director Independence 44
Item 14. Principal Accountant Fees and Services 44

PART IV

Item 15. Exhibits, Financial Statement Schedules 44


Signatures 45
Index to Consolidated Financial Statements 46
Report of Independent Registered Public Accounting Firm 47
Index to Exhibits 83

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PART I
ITEM 1. BUSINESS.

GENERAL
RadioShack Corporation was incorporated in Delaware in 1967. We primarily engage in the retail sale of consumer electronics
goods and services through our RadioShack store chain and non-RadioShack branded kiosk operations. Our strategy is to provide
cost-effective solutions to meet the routine electronics needs and distinct electronics wants of our customers. Throughout this
report, the terms “our,” “we,” “us” and “RadioShack” refer to RadioShack Corporation, including its subsidiaries.

Our day-to-day focus is concentrated in four major areas:

•Provide our customers a positive in-store experience


•Grow gross profit dollars by increasing the overall value of each ticket
•Control costs continuously throughout the organization
•Utilize the funds generated from operations appropriately and invest only in projects that have an adequate return or are
operationally necessary

Additional information regarding our business segments is presented below and in Management’s Discussion and Analysis of
Financial Condition and Results of Operations (“MD&A”) elsewhere in this Annual Report on Form 10-K. For information regarding
the net sales and operating revenues and operating income for each of our business segments for fiscal years ended December 31,
2008, 2007 and 2006, please see Note 16 – “Segment Reporting” in the Notes to Consolidated Financial Statements.

U.S. RADIOSHACK COMPANY-OPERATED STORES


At December 31, 2008, we operated 4,453 U.S. company-operated stores under the RadioShack brand located throughout the
United States, as well as in Puerto Rico and the U.S. Virgin Islands. These stores are located in major shopping malls and strip
centers, as well as individual storefronts. Each location carries a broad assortment of both name brand and private brand consumer
electronics products. Our product lines include wireless telephones and communication devices such as scanners and global
positioning satellite navigation units (“GPS”); flat panel televisions, residential telephones, DVD players, computers and direct-to-
home (“DTH”) satellite systems; home entertainment, wireless, imaging and computer accessories; general and special purpose
batteries; wire, cable and connectivity products; and digital cameras, radio-controlled cars and other toys, satellite radios and
memory players. We also provide consumers access to third-party services such as wireless telephone and DTH satellite
activation, satellite radio service, prepaid wireless airtime and extended service plans.

KIOSKS
At December 31, 2008, we operated 688 kiosks located throughout the United States and Puerto Rico. These kiosks are primarily
inside Sam’s Club locations, as well as stand-alone Sprint Nextel kiosks in shopping malls. These locations, which are not
RadioShack-branded, offer primarily wireless handsets and their associated accessories. We also provide consumers access to
third-party wireless telephone services. Our contract to operate Sprint Nextel kiosks expires in June of 2009. We are currently in
discussion with Sprint Nextel to renew this contract, but the ultimate resolution is unknown at this time. The possible outcomes
include renewing the contract under the same terms and conditions, modifying the contract, or ceasing operations.

In February 2009, we signed a contract extension through March 31, 2011, with a transition period ending June 30, 2011, with
Sam’s Club to continue operating kiosks in certain Sam’s Club locations. As part of the terms of the contract extension, we will
assign the operation of 66 kiosk locations to Sam’s Club by July 2009. Upon the execution of this agreement, Sam’s Club had the
right to assume the operation of approximately 25 kiosk locations. Based on certain performance metrics, Sam’s Club could
acquire the right to assume approximately 25 additional kiosk locations in 2010. The total number of locations assumed by Sam’s
Club, for any reason, may not exceed 51 kiosk locations during term of the contract.

OTHER
In addition to the reportable segments discussed above, we have other sales channels and support operations described as follows:

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Dealer Outlets: At December 31, 2008, we had a network of 1,394 RadioShack dealer outlets, including 36 located outside of
North America. Our North American outlets provide name brand and private brand products and services, typically to smaller
communities. These independent dealers are often engaged in other retail operations and augment their businesses with our
products and service offerings. Our dealer sales derived outside of the United States are not material.

RadioShack.com: Products and information are available through our commercial Web site www.radioshack.com. Online
customers can purchase, return or exchange various products available through this Web site. Additionally, certain products
ordered online may be picked up, exchanged or returned at RadioShack stores.

RadioShack Service Centers: We maintain a service and support network to service the consumer electronics and personal
computer retail industry in the U.S. We are a vendor-authorized service provider for many top tier manufacturers, such as Hewlett-
Packard, LG Electronics, Motorola, Nokia and Sony, among others. In addition, we perform repairs for third-party extended service
plan providers. At December 31, 2008, we had eight RadioShack service centers in the U.S. and one in Puerto Rico that repair
certain name brand and private brand products sold through our various sales channels.

International Operations: As of December 31, 2008, there were 200 company-operated stores under the RadioShack brand, 14
dealers, and one distribution center in Mexico. Prior to December 2008, these operations were overseen by a joint venture in which
we were a slightly less than 50% minority owner with Grupo Gigante, S.A.B. de C.V. In December 2008, we acquired 100%
ownership of this joint venture. All of our 23 locations in Canada were closed by January 31, 2007.

Support Operations:
Our retail stores, along with our kiosks and dealer outlets, are supported by an established infrastructure. Below are the major
components of this support structure.

Distribution Centers - At December 31, 2008, we had four distribution centers shipping over 900 thousand cartons each
month, on average, to our U.S. retail stores and dealer outlets. One of these distribution centers also serves as a fulfillment
center for our online customers. Additionally, we have a distribution center that ships fixtures to our U.S. company-operated
stores. During the first half of 2008, we closed our distribution center in Columbus, Ohio.

RadioShack Technology Services (“RSTS”) - Our management information system architecture is composed of a
distributed, online network of computers that links all stores, customer channels, delivery locations, service centers, credit
providers, distribution facilities and our home office into a fully integrated system. Each store has its own server to support the
point-of-sale (“POS”) system. The majority of our U.S. company-operated stores communicate through a broadband network,
which provides efficient access to customer support data. This design also allows store management to track sales and
inventory at the product or sales associate level. RSTS provides the majority of our programming and systems analysis needs.

RadioShack Global Sourcing (“RSGS”) - RSGS serves our wide-ranging international import/export, sourcing, evaluation,
logistics and quality control needs. RSGS’s activities support our name brand and private brand businesses.

Consumer Electronics Manufacturing - We operate two manufacturing facilities in the United States and one overseas
manufacturing operation in China. These three manufacturing facilities employed approximately 1,900 employees as of
December 31, 2008. We manufacture a variety of products, primarily sold through our retail outlets, including telephone,
antennas, wire and cable products, and a variety of “hard-to-find” parts and accessories for consumer electronics products.

SEASONALITY
As with most other specialty retailers, our net sales and operating revenues, operating income and cash flows are greater during
the winter holiday season than during other periods of the year. There is a corresponding pre-seasonal inventory build-up, which
requires working capital related to the anticipated increased sales volume. This is described in “Cash Flow and Liquidity” under
MD&A. Also, refer to Note 17 –

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“Quarterly Data (Unaudited)” in the Notes to Consolidated Financial Statements for data showing seasonality trends. We expect
this seasonality to continue.

PATENTS AND TRADEMARKS


We own or are licensed to use many trademarks and service marks related to our RadioShack stores in the United States and in
foreign countries. We believe the RadioShack name and marks are well recognized by consumers, and that the name and marks
are associated with high-quality products and services. We also believe the loss of the RadioShack name and RadioShack marks
would have a material adverse impact on our business. Our private brand manufactured products are sold primarily under the
RadioShack, Accurian or Gigaware trademarks. We also own various patents and patent applications relating to consumer
electronics products.

We do not own any material patents or trademarks associated with our kiosk operations.

SUPPLIERS AND NAME BRAND RELATIONSHIPS


Our business strategy depends, in part, upon our ability to offer name brand and private brand products, as well as to provide our
customers access to third-party services. We utilize a large number of suppliers located in various parts of the world to obtain raw
materials and private brand merchandise. We do not expect a lack of availability of raw materials or any single private brand product
to have a material impact on our operations overall or on any of our operating segments. We have formed vendor and third-party
service provider relationships with well-recognized companies such as Sprint Nextel, AT&T, Apple, Casio, Duracell, Garmin,
Hewlett-Packard, Microsoft, Mio, RIM, Samsung, and SanDisk. In the aggregate, these relationships have or are expected to have
a significant impact on both our operations and financial strategy. Certain of these relationships are important to our business; the
loss of or disruption in supply from these relationships could have a material adverse effect on our net sales and operating revenues.
Additionally, we have been limited from time to time by various vendors and suppliers on an economic basis where demand has
exceeded supply.

ORDER BACKLOG
We have no material backlog of orders in any of our operating segments for the products or services that we sell.

COMPETITION
Due to consumer demand for wireless products and services, as well as rapid consumer acceptance of new digital technology
products, the consumer electronics retail business continues to be highly competitive, driven primarily by technology and product
cycles.

In the consumer electronics retailing business, competitive factors include price, product availability, quality and features, consumer
services, manufacturing and distribution capability, brand reputation and the number of competitors. We compete in the sale of our
products and services with several retail formats including national, regional, and independent consumer electronics retailers. We
compete with department and specialty retail stores in more select product categories. We compete with wireless providers in the
wireless telephone category through their own retail and online presence. We compete with mass merchandisers and other
alternative channels of distribution, such as mail order and e-commerce retailers, on a more widespread basis. Numerous domestic
and foreign companies also manufacture products similar to ours for other retailers, which are sold under nationally-recognized
brand names or private brands.

Management believes we have two primary factors differentiating us from our competition. First, we have an extensive physical retail
presence with convenient locations throughout the United States. Second, our specially trained sales staff is capable of providing
cost-effective solutions for our customers’ routine electronics needs and distinct electronics wants, assisting with the selection of
appropriate products and accessories and, when applicable, assisting customers with service activation.

We cannot give assurance that we will compete successfully in the future, given the highly competitive nature of the consumer
electronics retail business. Also, in light of the ever-changing nature of the consumer electronics retail industry, we would be
adversely affected if our competitors were able to offer their products at significantly lower prices. Additionally, we would be
adversely affected if our competitors were able to introduce innovative or technologically superior products not yet available to us, or
if we were

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unable to obtain certain products in a timely manner or for an extended period of time. Furthermore, our business would be
adversely affected if we failed to offer value-added solutions or if our competitors were to enhance their ability to provide these value-
added solutions.

EMPLOYEES
As of December 31, 2008, we employed approximately 36,800 people, including 2,600 temporary seasonal employees. Our
employees are not covered by collective bargaining agreements, nor are they members of labor unions. We consider our
relationship with our employees to be good.

AVAILABLE INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and its rules and regulations.
The Exchange Act requires us to file reports, proxy statements and other information with the SEC. Copies of these reports, proxy
statements and other information can be inspected and copied at:

SEC Public Reference Room


100 F Street, N.E.
Room 1580
Washington, D.C. 20549-0213

You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also
obtain copies of any material we have filed with the SEC by mail at prescribed rates from:

Public Reference Section


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0213

You may obtain these materials electronically by accessing the SEC’s home page on the Internet at:

http://www.sec.gov

In addition, we make available, free of charge on our Internet Web site, our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as well as our proxy statements, as soon as reasonably practicable after we electronically file this material with, or
furnish it to, the SEC. You may review these documents, under the heading “Investor Relations,” by accessing our corporate Web
site:

http://www.radioshackcorporation.com

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ITEM 1A. RISK FACTORS.

One should carefully consider the following risks and uncertainties described below, as well as other information set forth in this
Annual Report on Form 10-K. There may be additional risks that are not presently material or known, and the following list should
not be construed as an exhaustive list of all factors that could cause actual results to differ materially from those expressed in
forward-looking statements made by us. If any of the events described below occur, our business, financial condition, results of
operations, liquidity or access to the capital markets could be materially adversely affected.

We may be unable to successfully execute our strategy to provide cost-effective solutions to meet the routine consumer
electronics needs and distinct consumer electronics wants of our customers.

To achieve our strategy, we have undertaken a variety of strategic initiatives. Our failure to successfully execute our strategy or the
occurrence of any of the following events could have a material adverse effect on our ability to maintain or grow our comparable
store sales and our business generally:

•Our inability to keep our extensive store distribution system updated and conveniently located near our target customers
• Our employees’ inability to provide solutions, answers, and information related to increasingly complex consumer
electronics products
• Our inability to recognize evolving consumer electronics trends and offer products that customers need and want

Adverse changes in national and world-wide economic conditions could negatively affect our business.

The national and world-wide financial crisis and related adverse changes in the economy could have a significant negative impact on
U.S. consumer spending, particularly discretionary spending for consumer electronics products, which, in turn, could directly affect
our overall sales. Consumer confidence, recessionary and inflationary trends, equity market levels, consumer credit availability,
interest rates, consumers’ disposable income and spending levels, energy prices, job growth and unemployment rates may impact
the volume of customer traffic and level of sales in our locations. Continued negative trends of any of these economic conditions,
whether national or regional in nature, could adversely affect our financial results, including our net sales and profitability.

In addition, the national and world-wide financial crisis and potential disruptions in the capital and credit markets could have a
significant impact on our ability to access the U.S. and global capital and credit markets, if needed. The capital and credit markets
have been experiencing extreme volatility and disruption during the past several quarters. These market conditions could affect our
ability to borrow under our credit facility, or adversely affect the bankers which underwrote our credit facility. Even if the credit
markets improve, the availability of financing will depend on a variety of factors, such as economic and market conditions and the
availability of credit and our credit ratings. If needed, we may not be able to successfully obtain any necessary additional financing
on favorable terms, or at all.

Our inability to increase or maintain profitability in both our wireless and non-wireless platforms could adversely affect
our results.

A critical component of our business strategy is to improve our overall profitability. Our ability to increase profitable sales in existing
stores may also be affected by:

•Our success in attracting customers into our stores


•Our ability to choose the correct mix of products to sell
•Our ability to keep stores stocked with merchandise customers will purchase
•Our ability to maintain fully-staffed stores and trained employees

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Any reductions or changes in the growth rate of the wireless industry or changes in the dynamics of the wireless
communications industry could cause a material adverse effect on our financial results.

Sales of wireless handsets and the related commissions and residual income constitute approximately one-third of our total
revenue. Consequently, changes in the wireless industry, such as those discussed below, could have a material adverse effect on
our results of operations and financial condition.

Lack of growth in the overall wireless industry tends to have a corresponding effect on our wireless sales. Because growth in the
wireless industry is often driven by the adoption rate of new wireless handset technologies, the absence of these new technologies,
our partners not providing us with these new technologies, or the lack of consumer interest in adopting these new technologies,
could adversely affect our business.

Another change in the wireless industry that could materially and adversely affect our profitability is wireless industry consolidation.
Consolidation in the wireless industry could lead to a concentration of competitive strength, particularly competition from wireless
carriers’ retail stores, which could adversely affect our business as competitive levels increase.

In recent periods, our results of operations have been adversely affected by a decline in our Sprint Nextel sales due to a weakening
of Sprint Nextel wireless business across the market. If Sprint Nextel’s business were to continue to weaken, our business would
be adversely affected and the collectability of receivables could be compromised.

Our competition is both intense and varied, and our failure to effectively compete could adversely affect our financial
results.

In the retail consumer electronics marketplace, the level of competition is intense. We compete with consumer electronics retail
stores as well as big-box retailers, large specialty retailers and discount or warehouse retailers and, to a lesser extent, with
alternative channels of distribution such as e-commerce, telephone shopping services and mail order. We also compete with
wireless carriers’ retail presence, as discussed above. Some of these other competitors are larger than we are and have greater
market presence and financial and other resources than we do, which may provide them with a competitive advantage.

Changes in the amount and degree of promotional intensity or merchandising strategy exerted by our current competitors and
potential new competition could present us with difficulties in retaining existing customers and attracting new customers. In
addition, pressure from our competitors could require us to reduce prices or increase our costs in one product category or across
all our product categories. As a result of this competition, we may experience lower sales, margins or profitability, which could
materially adversely affect our financial results.

In addition, some of our competitors may use strategies such as lower pricing, wider selection of products, larger store size, higher
advertising intensity, improved store design, and more efficient sales methods.
While we attempt to differentiate ourselves from our competitors by focusing on the electronics specialty retail market, our business
model may not enable us to compete successfully against existing and future competitors.

We may not be able to maintain our historical gross margin levels.

Historically, we have maintained gross margin levels ranging from 45% to 48%. We may not be able to maintain these margin levels
in the future due to various factors, including increased sales of lower margin products such as personal electronics products and
name brand products or declines in average selling prices of key products. If sales of lower margin items continue to increase and
replace sales of higher margin items, our gross margin and overall gross profit levels will be adversely affected.

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Our inability to effectively manage our receivable levels, particularly with our service providers, could adversely affect
our financial results.

We maintain significant receivable balances from various service providers (i.e. Sprint Nextel and AT&T) consisting of commissions,
residuals and marketing development funds. Changes in the financial markets or financial condition of these service providers could
cause a delay or failure in receiving these funds. Failure to receive these payments could have an adverse affect on our financial
results or financial condition.

Our inability to effectively manage our inventory levels, particularly excess or inadequate amounts of inventory, could
adversely affect our financial results.

We source inventory both domestically and internationally, and our inventory levels are subject to a number of factors, some of
which are beyond our control. These factors, including technology advancements, reduced consumer spending and consumer
disinterest in our product offerings, could lead to excess inventory levels. Additionally, we may not accurately assess appropriate
product life cycles or end-of-life products, leaving us with excess inventory. To reduce these inventory levels, we may be required to
lower our prices, adversely impacting our financial results.

Alternatively, we may have inadequate inventory levels for particular items, including popular selling merchandise, due to factors
such as unanticipated high demand for certain products, unavailability of products from our vendors, import delays, labor unrest,
untimely deliveries or the disruption of international, national or regional transportation systems. The effect of the occurrence of any
of these factors on our inventory supply could adversely impact our financial results or financial condition.

Our inability to attract, retain and grow an effective management team or changes in the cost or availability of a
suitable workforce to manage and support our operating strategies could cause our operating results to suffer.

Our success depends in large part upon our ability to attract, motivate and retain a qualified management team and employees.
Qualified individuals needed to fill necessary positions could be in short supply. The inability to recruit and retain such individuals on
a continuous basis could result in high employee turnover at our stores and in our company overall, which could have a material
adverse effect on our business and financial results. Additionally, competition for qualified employees requires us to continually
assess our compensation structure. Competition for qualified employees has required, and in the future could require, us to pay
higher wages to attract a sufficient number of qualified employees, resulting in higher labor compensation expense. In addition,
mandated changes in the federal minimum wage may adversely affect our compensation expense.

Our inability to successfully identify and enter into relationships with developers of new technologies or the failure of
these new technologies to be adopted by the market could impact our ability to increase or maintain our sales and
profitability. Additionally, the absence of new services or products and product features in the merchandise categories
we sell could adversely affect our sales and profitability.

Our ability to maintain and increase revenues depends, to a large extent, on the periodic introduction and availability of new
products and technologies. If we fail to identify these new products and technologies, or if we fail to enter into relationships with
their developers prior to widespread distribution within the market, our sales and profitability could be adversely affected. Any new
products or technologies we identify may have a limited sales life.

Furthermore, it is possible that new products or technologies will never achieve widespread consumer acceptance, also adversely
affecting our sales and profitability. Finally, the lack of innovative consumer electronics products, features or services that can be
effectively featured in our store model could also impact our ability to increase or maintain our sales and profitability.

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Failure to enter into, maintain and renew profitable relationships with name brand product and service providers could
adversely affect our sales and profitability.

Our large selection of name brand products and service providers makes up a significant portion of our overall sales. In the
aggregate, these relationships have or are expected to have a significant impact on both our operations and financial strategy. If we
are unable to create, maintain or renew our relationships with such third parties on profitable terms or at all, our sales and our
profitability could be adversely impacted.

The occurrence of severe weather events or natural disasters could significantly damage or destroy outlets or prohibit
consumers from traveling to our retail locations, especially during the peak winter holiday shopping season.

If severe weather or a catastrophic natural event, such as a hurricane or earthquake, occurs in a particular region and damages or
destroys a significant number of our stores in that area, our overall sales would be reduced accordingly. In addition, if severe
weather, such as heavy snowfall or extreme temperatures, discourages or restricts customers in a particular region from traveling to
our stores, our sales would also be adversely affected. If severe weather occurs during the fourth quarter holiday season, the
adverse impact to our sales and gross profit could be even greater than at other times during the year because we generate a
significant portion of our sales and gross profit during this period.

We have assigned lease obligations related to our discontinued retail operations that, if realized, could materially and
adversely affect our financial results.

We have retail leases for locations that were assigned to other businesses. The majority of these lease obligations arose from
leases assigned to CompUSA, Inc. as part of the sale of our Computer City, Inc. subsidiary to CompUSA in August 1998. In the
event CompUSA or the other assignees, as applicable, are unable to fulfill these obligations, we may be responsible for rent due
under the leases, which could have a material adverse affect on our financial results or financial condition.

Failure to comply with, or the additional implementation of, restrictions or regulations regarding the products and/or
services we sell or changes in tax rules and regulations applicable to us could adversely affect our business and our
financial results.

We are subject to various foreign, federal, state, and local laws and regulations including, but not limited to, the Fair Labor
Standards Act and ERISA, each as amended, and regulations promulgated by the Internal Revenue Service, the United States
Department of Labor, the Occupational Safety and Health Administration, and the Environmental Protection Agency. Failure to
properly adhere to these and other applicable laws and regulations could result in the imposition of penalties or adverse legal
judgments and could adversely affect our business and our financial results. Similarly, the cost of complying with newly-
implemented laws and regulations could adversely affect our business and our financial results.

Risks associated with the suppliers from whom our raw materials and products are sourced could materially adversely
affect our sales and profitability.

We utilize a large number of suppliers located in various parts of the world to obtain raw materials and private brand merchandise
and other products. If any of our key vendors fail to supply us with products, we may not be able to meet the demands of our
customers and our sales and profitability could be adversely affected.

We purchase a significant portion of our inventory from manufacturers located in China. Changes in trade regulations (including
tariffs on imports) could increase the cost of items we purchase. Although our purchases are denominated in U.S. dollars, the
continued strengthening of the Chinese currency against the U.S. dollar could cause our vendors to increase the prices of items we
purchase. The occurrence of any of these events could have a material adverse effect on our financial results.

Our ability to find qualified vendors who meet our standards and supply products in a timely and efficient manner is a significant
challenge, especially with respect to goods sourced from outside the United States. Merchandise quality issues, product safety
concerns, trade restrictions, difficulties in enforcing intellectual

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property rights in foreign countries, work stoppages, transportation capacity and costs, tariffs, political or financial instability, foreign
currency exchange rates, monetary, tax and fiscal policies, inflation, deflation, outbreak of pandemics and other factors relating to
foreign trade are beyond our control. These and other issues affecting our vendors could materially adversely affect our sales and
profitability.

Our business is heavily dependent upon information systems, which could result in higher maintenance costs and
business disruption.

Our business is heavily dependent upon information systems, given the number of individual transactions we process each year.
Our information systems include an in-store point-of-sale system that provides information used to track sales performance,
inventory replenishment, e-commerce product availability, product margin information and customer information. In addition, we are
in the process of upgrading our in-store point-of-sale system and related processes. These systems are complex and require
integration with each other, with some of our service providers, and with business processes, which may increase the risk of
disruption.

Our information systems are also subject to damage or interruption from power outages, computer and telecommunications
failures, computer viruses, security breaches, catastrophic events and usage errors by our employees. If we encounter damage to
our systems, difficulty implementing new systems or maintaining and upgrading current systems, then our business operations
could be disrupted, our sales could decline and our expenses could increase.

Failure to protect the integrity and security of our customers’ information could expose us to litigation, as well as
materially damage our standing with our customers.

Increasing costs associated with information security, including increased investments in technology, the costs of compliance with
consumer protection laws, and costs resulting from consumer fraud could cause our business and results of operations to suffer
materially. Additionally, if a significant compromise in the security of our customer information, including personal identification
data, were to occur, it could have a material adverse effect on our reputation, business, operating results and financial condition,
and could increase the costs we incur to protect against such security breaches.

We are subject to other litigation risks and may face liabilities as a result of allegations and negative publicity.

Our operations expose us to litigation risks, such as class action lawsuits involving employees, consumers and shareholders. For
example, from time to time putative class actions have been brought against us relating to various labor matters. Defending against
lawsuits and other proceedings may involve significant expense and divert management’s attention and resources from other
matters. In addition, if any lawsuits were brought against us and resulted in a finding of substantial legal liability, it could cause
significant reputational harm to us and otherwise materially adversely affect our business, financial condition or results of
operations.

Any terrorist activities in the U.S., as well as the international war on terror, could adversely affect our results of
operations.

A terrorist attack or series of attacks on the United States could have a significant adverse impact on the United States’ economy.
This downturn in the economy could, in turn, have a material adverse effect on our results of operations. The potential for future
terrorist attacks, the national and international responses to terrorist attacks, and other acts of war or hostility could cause greater
uncertainty and cause the economy to suffer in ways that we cannot predict.

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We conduct business outside the United States, which presents potential risks.

Some of our assets are held and a portion of our revenue is generated outside the United States in Mexico, China and Hong Kong.
Part of our growth strategy is to expand our international business because the growth rates and the opportunity to implement
operating improvements may be greater than those typically achievable in the United States. International operations entail
significant risks and uncertainties, including, without limitation:

•Economic, social and political instability in any particular country or region


•Adverse changes in currency exchange rates
•Government restrictions on converting currencies or repatriating funds
•Unexpected changes in foreign laws and regulations or in trade, monetary or fiscal policies
•High inflation and monetary fluctuations
•Restrictions on imports and exports
•Difficulties in hiring, training and retaining qualified personnel, particularly finance and accounting personnel with U.S.
GAAP expertise
•Inability to obtain access to fair and equitable political, regulatory, administrative and legal systems
•Adverse changes in government tax policy
•Difficulties in enforcing our contractual rights or enforcing judgments or obtaining a just result in local jurisdictions
•Potentially adverse tax consequences of operating in multiple jurisdictions

Any of these factors, by itself or in combination with others, could materially and adversely affect our business, results of
operations and financial condition.

We may be unable to keep existing stores in current locations or open new stores in desirable locations, which could
adversely affect our sales and profitability.

We may be unable to keep existing stores in current locations or open new stores in desirable locations in the future. We compete
with other retailers and businesses for suitable locations for our stores. Local land use, local zoning issues, environmental
regulations and other regulations may affect our ability to find suitable locations and also influence the cost of leasing, building or
buying our stores. We also may have difficulty negotiating real estate leases and purchase agreements on acceptable terms.
Further, to relocate or open new stores successfully, we must hire and train employees for the new location. Construction,
environmental, zoning and real estate delays may negatively impact store openings and increase costs and capital expenditures. In
addition, when we open new stores in markets where we already have a presence, our existing locations may experience a decline
in sales as a result, and when we open stores in new markets, we may encounter difficulties in attracting customers due to a lack
of customer familiarity with our brand, our lack of familiarity with local customer preferences, and seasonal differences in the
market. We cannot be certain that new or relocated stores will produce the anticipated sales or return on investment or that
existing stores will not be adversely affected by new or expanded competition in their market areas.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Information on our properties is located in MD&A and the financial statements included in this Annual Report on Form 10-K and is
incorporated into this Item 2 by reference.

The following items are discussed further in the Notes to Consolidated Financial Statements:

Property, Plant and Equipment Note 3


Commitments and Contingencies Note 12

We lease, rather than own, most of our retail facilities. Our stores are located in shopping malls, stand-alone buildings and
shopping centers owned by other entities. We lease one distribution center in the United States

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and four administrative offices and one manufacturing plant in China. Our leased distribution center in Columbus, Ohio, was closed
during the first half of 2008. We own the property on which the other five distribution centers and two manufacturing facilities are
located within the United States. In 2008, we amended the lease for the buildings and certain property at our corporate
headquarters located in downtown Fort Worth, Texas. The amended lease is for a reduced amount of space, requires no lease
payments, and expires in June of 2011, with one two-year option to renew at market-based rents.

RETAIL LOCATIONS
The table below shows our retail locations at December 31, 2008, allocated among U.S. and Mexico company-operated stores,
kiosks and dealer and other outlets.

Average
Store Size At December 31,
(Sq. Ft.) 2008 2007 2006
U.S. RadioShack company-operated
stores 2,505 4,453 4,447 4,467
Kiosks (1) (2) (3) 99 688 739 772
Mexico RadioShack company-operated
stores 1,265 200 -- --
Dealer and other outlets (4) N/A 1,411 1,484 1,596
Total number of retail locations 6,752 6,670 6,835

(1)
Kiosks, which include Sprint-branded and Sam’s Club kiosks, decreased by 51 and 33 locations during 2008 and 2007,
respectively. These closures primarily related to our decision not to renew leases on underperforming Sprint-branded kiosks.
(2)
Our contract to operate Sprint Nextel kiosks expires in June of 2009. We are currently in discussion with Sprint Nextel to renew this
contract, but the ultimate resolution is unknown at this time. The possible outcomes include renewing the contract under the same
terms and conditions, modifying the contract, or ceasing operations.
(3)
In February 2009, we signed a contract extension through March 31, 2011, with a transition period ending June 30, 2011, with Sam’s
Club to continue operating kiosks in certain Sam’s Club locations. As part of the terms of the contract extension, we will assign the
operation of 66 kiosk locations to Sam’s Club by July 2009. Upon the execution of this agreement, Sam’s Club had the right to
assume the operation of approximately 25 kiosk locations. Based on certain performance metrics, Sam’s Club could acquire the
right to assume approximately 25 additional kiosk locations in 2010. The total number of locations assumed by Sam’s Club, for any
reason, may not exceed 51 kiosk locations during term of the contract.
(4)
Our dealer and other outlets decreased by 73 and 112 locations, net of new openings, during 2008 and 2007, respectively. This
decline was primarily due to the closure of smaller outlets and conversion of dealers to U.S. RadioShack company-operated stores.
Additionally, we closed all of our 23 locations in Canada by January 31, 2007.

Real Estate Owned and Leased


Approximate Square Footage
At December 31,
2008 2007
(In thousands) Owned Leased Total Owned Leased Total
Retail
RadioShack company-
operated stores 13 11,141 11,154 18 11,218 11,236
Kiosks -- 68 68 -- 73 73
Mexico company-
operated stores -- 253 253 -- -- --

Support Operations
Manufacturing 134 320 454 134 320 454
Distribution centers
and office space 2,229 1,021 3,250 2,229 1,689 3,918
2,376 12,803 15,179 2,381 13,300 15,681

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Below is a listing at December 31, 2008, of our retail locations within the United States and its territories:

U.S.
RadioShack Dealers and
Stores Kiosks Other Total
Alabama 49 11 35 95
Alaska -- 3 24 27
Arizona 77 14 32 123
Arkansas 25 3 42 70
California 548 36 48 632
Colorado 63 17 35 115
Connecticut 70 3 2 75
Delaware 18 2 -- 20
Florida 297 51 31 379
Georgia 98 25 51 174
Hawaii 24 -- -- 24
Idaho 19 2 19 40
Illinois 172 25 38 235
Indiana 98 22 43 163
Iowa 34 10 51 95
Kansas 38 5 32 75
Kentucky 54 11 38 103
Louisiana 67 9 18 94
Maine 22 3 11 36
Maryland 97 16 8 121
Massachusetts 112 2 5 119
Michigan 121 31 50 202
Minnesota 62 13 41 116
Mississippi 37 6 23 66
Missouri 71 15 57 143
Montana 7 -- 31 38
Nebraska 20 5 21 46
Nevada 38 7 10 55
New Hampshire 32 4 6 42
New Jersey 158 15 6 179
New Mexico 32 5 14 51
New York 333 19 24 376
North Carolina 123 26 41 190
North Dakota 6 2 6 14
Ohio 186 35 33 254
Oklahoma 39 8 33 80
Oregon 51 1 28 80
Pennsylvania 209 26 31 266
Rhode Island 21 1 -- 22
South Carolina 53 9 24 86
South Dakota 11 2 13 26
Tennessee 69 21 31 121
Texas 371 92 97 560
Utah 27 10 19 56
Vermont 9 -- 7 16
Virginia 124 27 44 195
Washington 91 9 35 135
West Virginia 28 9 9 46
Wisconsin 70 14 48 132
Wyoming 7 2 16 25

District of Columbia 13 -- -- 13
Puerto Rico 49 4 -- 53
U.S. Virgin Islands 3 -- -- 3
4,453 688 1,361 6,502

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ITEM 3. LEGAL PROCEEDINGS.

Refer to Note 12 – “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the fourth quarter of 2008.

EXECUTIVE OFFICERS OF THE REGISTRANT (SEE ITEM 10 OF PART III).


The following is a list, as of February 13, 2009, of our executive officers and their ages and positions.
Position Executive
Name (Date Appointed to Current Position) Officer Since Age
Julian C. Day (1) Chief Executive Officer and Chairman of the Board (July 2006 56
2006)

Lee D. Applbaum (2) Executive Vice President – Chief Marketing Officer 2008 38
(September 2008)

Bryan Bevin (3) Executive Vice President – Store Operations (January 2008 46
2008)

James F. Gooch (4) Executive Vice President and Chief Financial Officer 2006 41
(August 2006)

Peter J. Whitsett (5) Executive Vice President – Chief Merchandising Officer 2007 43
(December 2007)

John G. Ripperton (6) Senior Vice President – Supply Chain (August 2006) 2006 55

Martin O. Moad (7) Vice President and Controller (August 2007) 2007 52

There are no family relationships among the executive officers listed, and there are no undisclosed arrangements or understandings
under which any of them were appointed as executive officers. All executive officers of RadioShack Corporation are appointed by
the Board of Directors to serve until their successors are appointed.

(1) Mr. Day was appointed Chief Executive Officer and Chairman of the Board of RadioShack in July 2006. Prior to his
appointment, Mr. Day was a private investor. Mr. Day became the President and Chief Operating Officer of Kmart
Corporation in March 2002 and served as Chief Executive Officer of Kmart from January 2003 to October 2004. Following
the merger of Kmart and Sears, Roebuck and Co., Mr. Day served as a Director of Sears Holding Corporation (the parent
company of Sears, Roebuck and Co. and Kmart Corporation) until April 2006. Mr. Day joined Sears as Executive Vice
President and Chief Financial Officer in 1999, and was promoted to Chief Operating Officer and a member of the Office of
the Chief Executive, where he served until 2002.

(2) Mr. Applbaum was appointed Executive Vice President and Chief Marketing Officer in September 2008. Previously, Mr.
Applbaum was Chief Marketing Officer for The Schottenstein Stores Corporation from February 2007 until August 2008, and
Senior Vice President and Chief Marketing Officer for David's Bridal Group from April 2004 until February 2007. Prior to
joining David's Bridal Group, Mr. Applbaum served in various capacities for Footstar, Inc. from April 2000 until April 2004,
including Chief Marketing Officer of Footstar Athletic and Vice President of Marketing for Footaction USA.

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(3) Mr. Bevin was appointed Executive Vice President – Store Operations in January 2008. Before joining RadioShack, Mr.
Bevin was Senior Vice President, U.S. Operations, for Blockbuster Entertainment from January 2006 until October 2007,
and Senior Vice President/General Manager – Games from June 2005 until December 2005. Prior to joining Blockbuster,
Mr. Bevin was Vice President of Retail for Cingular and Managing Director for Interactive Telecom Solutions.

(4) Mr. Gooch was appointed Executive Vice President and Chief Financial Officer in August 2006. Previously, Mr. Gooch
served as Executive Vice President – Chief Financial Officer of Entertainment Publications from May 2005 to August
2006. From 1996 to May 2005, Mr. Gooch served in various positions at Kmart Corporation, including Vice President,
Controller and Treasurer, and Vice President, Corporate Financial Planning and Analysis.

(5) Mr. Whitsett was appointed Executive Vice President – Chief Merchandising Officer in December 2007. Previously, Mr.
Whitsett was Senior Vice President, Kmart Merchandising Officer, from July 2005 until November 2007. He joined Kmart in
1999 as Director, Merchandise Planning & Replenishment, and later served as Divisional Vice President, Merchandise
Planning, Divisional Vice President, Merchandising Consumables, Vice President/General Merchandise Manager, Drug
Store and Food, and Vice President/General Merchandise Manager.

(6) Mr. Ripperton was appointed Senior Vice President – Supply Chain Management in August 2006. Mr. Ripperton joined
RadioShack in 2000 and has served as Vice President – Distribution, Division Vice President - Distribution, Group General
Manager, and Distribution Center Manager.

(7) Mr. Moad was appointed Vice President and Controller in August 2007. He has worked for RadioShack for more than 25
years, and has served as Vice President and Treasurer, Vice President - Investor Relations, Director - Investor Relations,
Vice President – Controller (InterTAN, Inc.), Vice President – Assistant Secretary (InterTAN, Inc.), Assistant Secretary
(InterTAN, Inc.), Controller – International Division, and Staff Accountant – International Division. InterTAN, Inc., was an
NYSE-registered spin-off of RadioShack’s international units.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

PRICE RANGE OF COMMON STOCK


Our common stock is listed on the New York Stock Exchange and trades under the symbol "RSH." The following table presents
the high and low trading prices for our common stock, as reported in the composite transaction quotations of consolidated trading
for issues on the New York Stock Exchange, for each quarter in the two years ended December 31, 2008.

Dividends
Quarter Ended High Low Declared
December 31, 2008 $ 17.28 $ 8.06 $ 0.25
September 30, 2008 19.90 11.56 --
June 30, 2008 17.62 11.93 --
March 31, 2008 19.46 13.31 --

December 31, 2007 $ 23.42 $ 16.72 $ 0.25


September 30, 2007 34.98 20.09 --
June 30, 2007 35.00 26.66 --
March 31, 2007 27.88 16.69 --

HOLDERS OF RECORD
At February 11, 2009, there were 18,636 holders of record of our common stock.

DIVIDENDS
The Board of Directors annually reviews our dividend policy. On November 6, 2008, our Board of Directors declared an annual
dividend of $0.25 per share. The dividend was paid on December 17, 2008, to stockholders of record on November 28, 2008.

The following table sets forth information concerning purchases made by or on behalf of RadioShack or any affiliated purchaser (as
defined in the SEC’s rules) of RadioShack common stock for the periods indicated.

PURCHASES OF EQUITY SECURITIES BY RADIOSHACK

Total Number Approximate


of Shares Dollar Value of
Purchased as Shares That May
Part of Publicly Yet Be
Total Number Average Announced Purchased Under
of Shares Price Paid Plans or the Plans or
Purchased per Share Programs (1) (2) Programs (1) (2) (3)
October 1 – 31, 2008 -- $ -- -- $ 90,042,027
November 1 – 30, 2008 -- $ -- -- $ 90,042,027
December 1 – 31, 2008 -- $ -- -- $ 90,042,027
Total -- --

(1)
RadioShack announced a $250 million share repurchase program on March 16, 2005, which has no stated expiration date. In
2008, we repurchased approximately 0.1 million shares or $1.4 million of our common stock under this plan. As of December
31, 2008, there were no further share repurchases authorized under this plan.
(2)
RadioShack announced a $200 million share repurchase program on July 24, 2008, which has no stated expiration date. We
repurchased 6.0 million shares or $110.0 million of our common stock under this plan. As of December 31, 2008, there was
$90.0 million available for share repurchases under this plan.
(3)
During the period covered by this table, no publicly announced plan or program expired or was terminated, and no
determination was made by RadioShack to suspend or cancel purchases under our program.

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ITEM 6. SELECTED FINANCIAL DATA (UNAUDITED).

RADIOSHACK CORPORATION AND SUBSIDIARIES


Year Ended December 31,
(Dollars and shares in millions, except per share amounts, ratios,
locations and square f ootage) 2008 2007 2006 (3) 2005 2004
Statements of Income Data
Net sales and operating revenues $ 4,224.5 $ 4,251.7 $ 4,777.5 $ 5,081.7 $ 4,841.2
Operating income $ 322.0 $ 381.9 $ 156.9 $ 349.9 $ 558.3
Net income $ 192.4 $ 236.8 $ 73.4 $ 267.0 $ 337.2
Net income per share:
Basic $ 1.49 $ 1.76 $ 0.54 $ 1.80 $ 2.09
Diluted $ 1.49 $ 1.74 $ 0.54 $ 1.79 $ 2.08
Shares used in computing income per share:
Basic 129.0 134.6 136.2 148.1 161.0
Diluted 129.1 135.9 136.2 148.8 162.5
Gross profit as a percent of sales 45.5% 47.6% 44.6% 44.6% 48.2%
SG&A expense as a percent of sales 35.7% 36.2% 37.9% 35.5% 34.8%
Operating income as a percent of sales 7.6% 9.0% 3.3% 6.9% 11.5%
Balance Sheet Data
Inventories $ 636.3 $ 705.4 $ 752.1 $ 964.9 $ 1,003.7
Total assets $ 2,283.5 $ 1,989.6 $ 2,070.0 $ 2,205.1 $ 2,516.7
Working capital $ 1,154.8 $ 818.8 $ 615.4 $ 641.0 $ 817.7
Capital structure:
Current debt $ 39.3 $ 61.2 $ 194.9 $ 40.9 $ 55.6
Long-term debt $ 732.5 $ 348.2 $ 345.8 $ 494.9 $ 506.9
Total debt $ 771.8 $ 409.4 $ 540.7 $ 535.8 $ 562.5
Cash and cash equivalents less total debt $ 43.0 $ 100.3 $ (68.7) $ (311.8) $ (124.6)
Stockholders' equity $ 817.3 $ 769.7 $ 653.8 $ 588.8 $ 922.1
Total capitalization (1) $ 1,589.1 $ 1,179.1 $ 1,194.5 $ 1,124.6 $ 1,484.6
Long-term debt as a % of total capitalization (1) 46.1% 29.5% 29.0% 44.0% 34.1%
Total debt as a % of total capitalization (1) 48.6% 34.7% 45.3% 47.6% 37.9%
Book value per share at year end $ 6.53 $ 5.87 $ 4.81 $ 4.36 $ 5.83
Financial Ratios
Return on average stockholders' equity 23.8% 33.2% 11.8% 35.3% 39.9%
Return on average assets 9.4% 12.3% 3.4% 11.3% 14.2%
Annual inventory turnover 3.5 3.3 2.9 2.7 2.6
Other Data
EBITDA (2) $ 421.3 $ 494.6 $ 285.1 $ 473.7 $ 659.7
Dividends declared per share $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25
Capital expenditures $ 85.6 $ 45.3 $ 91.0 $ 170.7 $ 229.4
Number of retail locations at year end:
U.S. RadioShack company-operated stores 4,453 4,447 4,467 4,972 5,046
Kiosks 688 739 772 777 599
Mexico RadioShack company-operated stores 200 -- -- -- --
Dealer and other outlets 1,411 1,484 1,596 1,711 1,788
Total 6,752 6,670 6,835 7,460 7,433
Average square footage per U.S. RadioShack
company-operated store 2,505 2,527 2,496 2,489 2,529
Comparable store sales (decrease) increase (0.6%) (8.2%) (5.6%) 0.9% 3.2%
Shares outstanding 125.1 131.1 135.8 135.0 158.2

This table should be read in conjunction with MD&A and the Consolidated Financial Statements and related Notes.

(1)
Capitalization is defined as total debt plus total stockholders' equity.
(2)
EBITDA, a non-GAAP financial measure, is defined as earnings before interest, taxes, depreciation and amortization. Our calculation
of EBITDA is also adjusted for other (loss) income and cumulative effect of change in accounting principle. The comparable financial
measure to EBITDA under GAAP is net income. EBITDA is used by management to evaluate the operating performance of our
business for comparable periods and is a metric used in the computation of annual and long-term incentive management bonuses.
EBITDA should not be used by investors or others as the sole basis for formulating investment decisions as it excludes a number of
important items. We compensate for this limitation by using GAAP financial measures as well in managing our business. In the view
of management, EBITDA is an important indicator of operating performance because EBITDA excludes the effects of financing and
investing activities by eliminating the effects of interest and depreciation costs.
(3)
These amounts were impacted by our 2006 restructuring program. See Note 14 – “Restructuring Program” in the Notes to
Consolidated Financial Statements for further information.

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The following table is a reconciliation of EBITDA to net income.

Year Ended December 31,


(In millions) 2008 2007 2006 2005 2004
Reconciliation of EBITDA to Net Income
EBITDA $ 421.3 $ 494.6 $ 285.1 $ 473.7 $ 659.7

Interest expense, net of interest income (15.3) (16.2) (36.9) (38.6) (18.2)
Provision for income taxes (111.9) (129.8) (38.0) (51.6) (204.9)
Depreciation and amortization (99.3) (112.7) (128.2) (123.8) (101.4)
Other (loss) income (2.4) 0.9 (8.6) 10.2 2.0
Cumulative effect of change in accounting
principle, net of $1.8 million tax benefit -- -- -- (2.9) --
Net income $ 192.4 $ 236.8 $ 73.4 $ 267.0 $ 337.2

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ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND


RESULTS OF OPERATIONS (“MD&A”).

This MD&A section discusses our results of operations, liquidity and financial condition, risk management practices, critical
accounting policies, and estimates and certain factors that may affect our future results, including economic and industry-wide
factors. Our MD&A should be read in conjunction with our consolidated financial statements and accompanying notes, included in
this Annual Report on Form 10-K, as well as the Risk Factors set forth in Item 1A above.

OVERVIEW
Highlights related to the year ended December 31, 2008, include:

•Net sales and operating revenues decreased $27.2 million, or 0.6%, to $4,224.5 million when compared with last year.
Comparable store sales decreased 0.6% as well. This decrease was driven by lower sales in the fourth quarter primarily
due to the global credit crisis and economic downturn, but was substantially offset by sales gains during the first nine
months of the year. We recorded sales of approximately $200 million in digital-to-analog television converter boxes and
significant sales increases in AT&T postpaid wireless handsets, video gaming products and accessories, laptop
computers, and prepaid wireless handsets. We recorded sales declines in Sprint Nextel postpaid wireless handsets, digital
music players and toys.

•Gross margin decreased 210 basis points to 45.5% from last year. This decrease was primarily driven by increased sales
of lower margin products such as digital-to-analog television converter boxes, video gaming products and accessories, and
laptop computers, as well as a continued shift away from higher-rate new activations to lower-rate existing customer
upgrades in our postpaid wireless business.

•Selling, general and administrative (“SG&A”) expense decreased $28.7 million to $1,509.8 million when compared with last
year. This decrease was driven in part by lower compensation expense. Other factors included decreased rent expense for
our corporate headquarters for the last half of the year and an $8.2 million sales and use tax benefit from the settlement of
a sales tax issue. Additionally, SG&A expense for 2007 included an $8.5 million charge for employee separation
packages. As a percentage of net sales and operating revenues, SG&A declined 50 basis points to 35.7%.

•As a result of the factors above, operating income decreased $59.9 million, or 15.7%, to $322.0 million when compared
with last year.

•Net income decreased $44.4 million to $192.4 million when compared with last year. Net income per diluted share was
$1.49 compared with $1.74 last year.

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RESULTS OF OPERATIONS

NET SALES AND OPERATING REVENUES

Consolidated net sales decreased 0.6% or $27.2 million to $4,224.5 million for the year ended December 31, 2008, compared with
$4,251.7 million in 2007. This decrease was primarily due to a comparable store sales decline of 0.6% in 2008. The decrease in
comparable store sales was primarily caused by decreased sales in our personal electronics and modern home platforms, but was
offset by increased sales in our accessory platform.

Consolidated net sales and operating revenues for our two reportable segments and other sales are as follows:

Year Ended December 31,


(In millions) 2008 2007 2006
U.S. RadioShack company-operated stores $ 3,611.1 $ 3,637.7 $ 4,079.8
Kiosks 283.5 297.0 340.5
Other sales 329.9 317.0 357.2
Consolidated net sales and operating revenues $ 4,224.5 $ 4,251.7 $ 4,777.5

Consolidated net sales and operating


revenues decrease 0.6% 11.0% 6.0%
Comparable store sales decrease (1) 0.6% 8.2% 5.6%

(1)
Comparable store sales include the sales of U.S. RadioShack company-operated stores and kiosks with more than 12 full months
of recorded sales.

The following table provides a summary of our consolidated net sales and operating revenues by platform and as a percent of net
sales and operating revenues. These consolidated platform sales include sales from our U.S. RadioShack company-operated
stores and kiosks, as well as other sales.

Consolidated Net Sales and Operating Revenues


Year Ended December 31,
(In millions) 2008 2007 2006
Wireless $ 1,393.8 33.0% $ 1,416.5 33.3% $ 1,654.8 34.6%
Accessory 1,183.9 28.0 1,029.7 24.2 1,087.6 22.8
Personal electronics 545.7 12.9 650.7 15.3 751.8 15.7
Modern home 527.1 12.5 556.2 13.1 612.1 12.8
Power 242.4 5.7 251.3 5.9 271.4 5.7
Technical 183.7 4.4 184.4 4.3 198.5 4.2
Service 95.8 2.3 100.5 2.4 106.3 2.2
Service centers and other
sales (1) 52.1 1.2 62.4 1.5 95.0 2.0
Consolidated net sales and
operating revenues $ 4,224.5 100.0% $ 4,251.7 100.0% $ 4,777.5 100.0%

(1)
Service centers and other sales include outside sales from our service centers, in addition to U.S. RadioShack company-operated
store repair revenue, and outside sales of our global sourcing operations and domestic and overseas manufacturing facilities.

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2008 COMPARED WITH 2007

U.S. RadioShack Company-Operated Stores

The following table provides a summary of our net sales and operating revenues by platform and as a percent of net sales and
operating revenues for the RadioShack segment.

Net Sales and Operating Revenues


Year Ended December 31,
(In millions) 2008 2007 2006
Wireless $ 1,075.7 29.8% $ 1,085.6 29.8% $ 1,288.1 31.6%
Accessory 1,091.8 30.2 949.3 26.1 1,006.6 24.7
Personal electronics 486.7 13.5 589.8 16.2 683.1 16.8
Modern home 457.7 12.7 494.5 13.6 539.5 13.2
Power 227.3 6.3 235.8 6.5 258.1 6.3
Technical 169.9 4.7 171.9 4.7 184.6 4.5
Service 93.2 2.6 97.3 2.7 102.3 2.5
Other revenue 8.8 0.2 13.5 0.4 17.5 0.4
Net sales and operating
revenues $ 3,611.1 100.0% $ 3,637.7 100.0% $ 4,079.8 100.0%

Sales in our wireless platform (includes postpaid and prepaid wireless handsets, commissions, residual income and
communication devices such as scanners and GPS) decreased 0.9% in 2008. While we have recorded sales gains related to our
AT&T postpaid wireless business and prepaid wireless handsets, these gains were substantially offset by declines in the Sprint
Nextel postpaid wireless business and, to a lesser extent, sales of GPS devices.

Sales in our accessory platform (includes home entertainment, wireless, music, computer, video game and GPS accessories;
media storage; power adapters; digital imaging products and headphones) increased 15.0% in 2008. This increase was driven
by sales of digital-to-analog television converter boxes. The sales of the converter boxes are a result of the pending transition of full-
power television broadcast signals in the United States from broadcasting in analog format to broadcasting only in digital format.
This transition is scheduled to take place in the second quarter of 2009 and we expect a decrease in the sales of these units in the
second half of the year. We also experienced sales gains in video game accessories in 2008. This increase was partially offset by
decreases in wireless, music, and imaging accessories sales.

Sales in our personal electronics platform (includes digital cameras, digital music players, toys, satellite radios, video gaming
hardware, camcorders, general radios, and wellness products) decreased 17.5% in 2008. This decrease was driven primarily by
sales declines in digital music players, toys, and satellite radios, but was partially offset by increased sales of video game
consoles.

Sales in our modern home platform (includes residential telephones, home audio and video end-products, direct-to-home (“DTH”)
satellite systems, and computers) decreased 7.4% in 2008. This decrease was primarily the result of declines in sales of DVD
players and recorders, cordless telephones, and flat panel televisions, but was partially offset by increased sales of laptop
computers.

Sales in our power platform (includes general and special purpose batteries and battery chargers) decreased 3.6% in 2008. This
decrease was primarily the result of decreased sales of certain special purpose and general purpose batteries.

Sales in our technical platform (includes wire and cable, connectivity products, components and tools, as well as hobby and robotic
products) decreased 1.2% in 2008.

Sales in our service platform (includes prepaid wireless airtime, extended service plans and bill payment revenue) decreased 4.2%
in 2008. This decrease was driven primarily by declines in bill payment revenue and sales of extended service plans, but was
partially offset by increased sales of prepaid wireless airtime.

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Kiosks

Kiosk sales consist primarily of handset sales, postpaid and prepaid commission revenue and related wireless accessory sales.
Kiosk sales decreased 4.5% or $13.5 million in 2008. This sales decrease was driven primarily by a decline in the number of our
Sprint Nextel branded kiosks, but was partially offset by sales gains at our Sam’s Club kiosks. Our contract to operate Sprint
Nextel kiosks expires in June of 2009. We are currently in discussion with Sprint Nextel to renew this contract, but the ultimate
resolution is unknown at this time. The possible outcomes include renewing the contract under the same terms and conditions,
modifying the contract, or ceasing operations.

In February 2009, we signed a contract extension through March 31, 2011, with a transition period ending June 30, 2011, with
Sam’s Club to continue operating kiosks in certain Sam’s Club locations. As part of the terms of the contract extension, we will
assign the operation of 66 kiosk locations to Sam’s Club by July 2009. Upon the execution of this agreement, Sam’s Club had the
right to assume the operation of approximately 25 kiosk locations. Based on certain performance metrics, Sam’s Club could
acquire the right to assume approximately 25 additional kiosk locations in 2010. The total number of locations assumed by Sam’s
Club, for any reason, may not exceed 51 kiosk locations during term of the contract.

Other Sales

Other sales include sales to our independent dealers, outside sales through our service centers, sales generated by our
www.radioshack.com Web site and our Mexican subsidiary, sales to commercial customers, and outside sales of our global
sourcing operations and manufacturing. Other sales increased $12.9 million or 4.1% in 2008. This sales increase was driven
primarily by increased sales at our RadioShack.com Web site and the recognition of 100% of the sales for RadioShack de Mexico
in the month of December. If we had owned 100% of RadioShack de Mexico for all of 2008, we would have recognized a total of
approximately $120 million in net sales and operating revenues for the year. Sales to independent dealers did not significantly
change from 2007.

GROSS PROFIT

Consolidated gross profit and gross margin are as follows:

Year Ended December 31,


(In millions) 2008 2007 2006
Gross profit $ 1,922.7 $ 2,025.8 $ 2,129.4
Gross profit decrease 5.1% 4.9% 6.1%

Gross margin 45.5% 47.6% 44.6%

Consolidated gross profit and gross margin for 2008 were $1,922.7 million and 45.5%, respectively, compared with $2,025.8 million
and 47.6% in 2007, resulting in a 5.1% decrease in gross profit dollars and a 210 basis point decrease in our gross margin.

This decrease was primarily driven by increased sales of lower margin products such as digital-to-analog television converter boxes,
video gaming products and accessories, and laptop computers, as well as a product shift away from higher-rate new activations to
lower-rate existing customer upgrades in our postpaid wireless business. Gross margin was also negatively impacted by lower
average selling prices in GPS and media storage and by aggressive pricing required in our wireless platform in the first quarter to
respond to a more competitive market environment.

Additionally, the 2007 gross margin was favorably impacted by refunds for federal telecommunications excise taxes we recorded in
2007. A portion of these refunds totaling $18.8 million was recorded as a reduction to cost of products sold, which accounted for a
44 basis point increase in our gross margin. See Note 13 – “Federal Excise Tax” in Notes to Consolidated Financial Statements for
a discussion of the impact of the federal telecommunications excise tax.

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SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) EXPENSE

Our consolidated SG&A expense decreased 1.9% or $28.7 million in 2008. This represents a 50 basis point decrease as a
percentage of net sales and operating revenues compared to 2007.

The table below summarizes the breakdown of various components of our consolidated SG&A expense and its related percentage
of total net sales and operating revenues.

Year Ended December 31,


2008 2007 2006
% of % of % of
Sales & Sales & Sales &
(In millions) Dollars Revenues Dollars Revenues Dollars Revenues
Payroll and commissions $ 617.5 14.6% $ 638.6 15.0% $ 798.2 16.7%
Rent 300.9 7.1 304.7 7.2 312.1 6.5
Advertising 214.5 5.1 208.8 4.9 216.3 4.5
Other taxes (excludes
income taxes) 87.9 2.1 103.0 2.4 121.2 2.5
Utilities and telephone 58.7 1.4 61.4 1.4 64.7 1.4
Insurance 55.0 1.3 58.1 1.4 62.8 1.3
Credit card fees 37.7 0.9 37.8 0.9 40.1 0.8
Professional fees 26.3 0.6 19.1 0.4 49.2 1.0
Licenses 12.4 0.3 12.7 0.3 13.2 0.3
Repairs and maintenance 11.2 0.3 10.9 0.3 11.7 0.3
Printing, postage and office
supplies 8.1 0.2 9.6 0.2 11.7 0.3
Recruiting, training &
employee relations 6.9 0.2 6.8 0.2 12.3 0.3
Stock purchase and
savings plans 6.5 0.2 7.2 0.2 11.1 0.2
Travel 5.4 0.1 5.2 0.1 8.3 0.2
Warranty and product repair 4.2 0.1 5.1 0.1 7.1 0.1
Other 56.6 1.2 49.5 1.2 70.7 1.5

$ 1,509.8 35.7% $ 1,538.5 36.2% $ 1,810.7 37.9%

Payroll and commissions expense decreased in dollars and as a percentage of net sales and operating revenues. This decrease
was partially driven by lower incentive compensation paid to store and corporate personnel and fewer employees in our kiosk
operation, distribution centers, and at our corporate headquarters. Additionally, in 2007 we reduced our accrued vacation liability by
$14.3 million in connection with the modification of our employee vacation policy and recorded an $8.5 million charge for employee
separation charges.

Rent expense decreased primarily due to lower rent expense associated with our corporate headquarters for the second half of
2008. See below for further discussion.

The decrease in other taxes was partially driven by reduced payroll taxes associated with the decreased compensation expense.
Additionally, we recorded an $8.2 million sales and use tax benefit from the settlement of a sales tax issue.

The increase in other SG&A was primarily due to a $12.1 million non-cash charge recorded in connection with our amended
headquarters lease. See below for further discussion.

Corporate Headquarters’ Amended Lease: In June 2008, Tarrant County College District (“TCC”) announced that it had
purchased from Kan Am Grund Kapitalanlagegesellschaft mbH (“Kan Am”) the buildings and real property comprising our corporate
headquarters in Fort Worth, Texas, which we had previously sold to Kan Am and then leased for a period of 20 years in a sale and
lease-back transaction in December 2005.

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In connection with the above sale to TCC, we entered into an agreement with TCC to convey certain personal property located in the
corporate headquarters and certain real property located in close proximity to the corporate headquarters in exchange for an
amended and restated lease to occupy a reduced portion of the corporate headquarters for a shorter time period. The amended and
restated lease agreement provides for us to occupy approximately 40% of the corporate headquarters complex for a primary term of
three years with no rental payments required during the term. The agreement also provides for a renewal option on approximately
half of this space for an additional two years at market rents.

This agreement resulted in a non-cash net charge to other SG&A of $12.1 million for the second quarter of 2008. This net amount
consisted of a net loss of $2.8 million related to the assets conveyed to TCC and a $9.3 million charge to reduce a receivable for
economic development incentives associated with the corporate headquarters to its net realizable value.

DEPRECIATION AND AMORTIZATION

The table below gives a summary of our total depreciation and amortization by segment.

Year Ended December 31,


(In millions) 2008 2007 2006
U.S. RadioShack company-operated stores $ 52.9 $ 53.4 $ 58.2
Kiosks 5.8 6.3 10.2
Other 1.8 1.7 2.3
Unallocated 38.8 51.3 57.5
Total depreciation and amortization $ 99.3 $ 112.7 $ 128.2

The table below provides an analysis of total depreciation and amortization.

Year Ended December 31,


(In millions) 2008 2007 2006
Depreciation and amortization expense $ 88.1 $ 102.7 $ 117.5
Depreciation and amortization included in
cost of products sold 11.2 10.0 10.7
Total depreciation and amortization $ 99.3 $ 112.7 $ 128.2

Total depreciation and amortization for 2008 declined $13.4 million or 11.9%. This decrease was primarily due to reduced capital
expenditures in 2006 and 2007 when compared with prior years.

IMPAIRMENT OF LONG-LIVED ASSETS AND OTHER CHARGES

Impairment of long-lived assets and other charges was $2.8 million and $2.7 million for 2008 and 2007, respectively. These amounts
were related primarily to our Sprint Nextel kiosk operations and underperforming U.S. RadioShack company-operated stores. We
recorded this amount based on the remaining estimated future cash flows related to these specific stores. It was determined that
the net book value of many of the stores' long-lived assets was not recoverable. For the stores with insufficient estimated cash
flows, we wrote down the associated long-lived assets to their estimated fair value.

NET INTEREST EXPENSE

Consolidated interest expense, net of interest income, was $15.3 million for 2008 versus $16.2 million for 2007, a decrease of $0.9
million or 5.6%.

Interest expense decreased $8.9 million to $29.9 million in 2008 from $38.8 million in 2007. This decrease was primarily attributable
to lower interest rates on our floating rate debt exposure resulting from our interest rate swaps. Due to the implementation of FASB
Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion,” for our
convertible notes, we will recognize additional non-cash interest expense of $14 million for the year ended December 31, 2009.

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Interest income decreased $8.0 million to $14.6 million in 2008 from $22.6 million in 2007. This decrease was primarily due to a
lower interest rate environment. Additionally, we recorded interest income related to the federal telecommunications excise tax
refund of $0.5 million in the first quarter of 2008 and $1.4 million in the first nine months of 2007.

OTHER (LOSS) INCOME

During 2008 we recorded a loss of $2.4 million compared with income of $0.9 million in 2007. These amounts represent unrealized
losses and gains related to our derivative exposure to Sirius XM Radio, Inc. warrants as a result of our fair value measurements of
these warrants. At December 31, 2008, the fair value of these warrants was zero.

INCOME TAX PROVISION

Our effective tax rate for 2008 was 36.8% compared to 35.4% for 2007. The 2008 effective tax rate was impacted by the execution
of a closing agreement with respect to a Puerto Rico income tax issue during the year, which resulted in a credit to income tax
expense. This discrete item lowered the effective tax rate for 2008 by 95 basis points. In addition, the 2008 effective tax rate was
impacted by the net reversal of approximately $4.1 million in unrecognized tax benefits, deferred tax assets and accrued interest
related to the settlement of various state income tax issues and the expiration of the statute of limitations with respect to our 2002
taxable year. This net reversal lowered the effective tax rate for 2008 by 137 basis points. The 2007 effective tax rate was impacted
by the net reversal in June 2007 of approximately $10.0 million in unrecognized tax benefits, deferred tax assets and accrued
interest. Refer to Note 9 – “Income Taxes” of our consolidated financial statements for additional information. This $10.0 million
reversal lowered our effective tax rate 273 basis points for the year ended December 31, 2007.

Acquisition of RadioShack de Mexico

In December 2008, we acquired the remaining interest (slightly more than 50%) of our Mexican joint venture - RadioShack de
Mexico, S.A. de C.V. - with Grupo Gigante, S.A.B. de C.V. We now own 100% of this subsidiary which consists of 200
RadioShack-branded stores and 14 dealers throughout Mexico. The purchase price was $44.7 million which consisted of $42.0
million in cash paid and transaction costs, net of cash acquired, plus $2.7 million in assumed debt. The acquisition was accounted
for using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.” The purchase price
allocation resulted in an excess of purchase price over net tangible assets acquired of $35.2 million, all of which was attributed to
goodwill. The goodwill will not be subject to amortization for book purposes but rather an annual test for impairment. The premium
we paid in excess of the fair value of the net assets acquired was based on the established business in Mexico and our ability to
expand our business in Mexico and possibly other countries. The goodwill will not be deductible for tax purposes. Results of the
acquired business have been included in our operations from December 1, 2008, and were immaterial. If we had owned 100% of
RadioShack de Mexico for all of 2008, we would have recognized approximately $100 million in additional net sales and operating
revenues.

2007 COMPARED WITH 2006

2006 RESTRUCTURING REVIEW

Due to negative trends that developed in our business during calendar year 2005, we announced a restructuring program on
February 17, 2006, that contained four key components:

•Update our inventory


•Focus on our top-performing U.S. RadioShack company-operated stores, while closing 400 to 700 U.S. RadioShack
company-operated stores, and aggressively relocate other U.S. RadioShack company-operated stores
•Consolidate our distribution centers
•Reduce our overhead costs

Through December 31, 2006, we conducted a liquidation of certain inventory during the summer and fall of 2006, and replaced
underperforming merchandise with new faster-moving merchandise. During the

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summer of 2006, we also focused on our top-performing stores and completed the closure of 481 underperforming stores, reducing
the number of retail employees in connection with these closures. Additionally, we consolidated our distribution centers in the fall of
2006. Management also reduced our cost structure, including our advertising spend rate and our workforce within our corporate
headquarters. A number of other cost reductions were implemented. As of December 31, 2006, we considered our restructuring
program to be substantially complete.

The 2006 restructuring affects comparability in certain areas of this MD&A discussion and is discussed where necessary.

See “Financial Impact of Restructuring Program” below for a discussion of the financial impact of our 2006 restructuring program.

NET SALES AND OPERATING REVENUES

Consolidated net sales decreased 11.0% or $525.8 million to $4,251.7 million in 2007, from $4,777.5 million in 2006. This decrease
was primarily due to a comparable store sales decline of 8.2% in addition to the closure of 481 U.S. RadioShack company-
operated stores during June and July 2006 as part of our 2006 restructuring. Approximately 290 of the 481 stores were closed in
July 2006, with a majority of the remainder closed in the last half of June 2006. The decrease in comparable store sales was
primarily caused by a decline in our wireless and personal electronics platform sales.

U.S. RadioShack Company-Operated Stores

To assist in comparability, the revenue discussion presented below primarily analyzes results excluding the stores closed in 2006.

Excluding the effects of the 2006 store closures, sales in our wireless platform decreased 13.7% in 2007. This decrease was
primarily driven by a decline in postpaid wireless sales for our two main wireless carriers. We believe that these sales declines were
the result of increased wireless competition, a challenging wireless industry environment, and a shift to prepaid handsets and
corresponding service plans. This decrease, however, was partially offset by increased sales of GPS products, particularly in the
fourth quarter of 2007, and prepaid wireless handset sales. Including the effects of the 2006 store closures, wireless platform sales
decreased 15.7%.

Excluding the effects of the 2006 store closures, sales in our accessory platform decreased 2.3% in 2007. This decrease was
primarily the result of declines in wireless and home entertainment accessory sales, but partially offset by increases in media
storage and imaging accessories sales. Including the effects of the 2006 store closures, accessory platform sales decreased 5.7%.

Excluding the effects of the 2006 store closures, sales in our personal electronics platform decreased 11.7% in 2007. This
decrease was driven primarily by sales declines in satellite radios and digital music players, but was partially offset by increased
sales of video gaming products. Including the effects of the 2006 store closures, personal electronics platform sales decreased
13.7%.

Excluding the effects of the 2006 store closures, sales in our modern home platform decreased 5.7% in 2007. This decrease was
the result of sales declines in residential telephones, and DVD players and recorders, offset by increased sales of laptop
computers, PC peripherals, and flash drives. Including the effects of the 2006 store closures, modern home platform sales
decreased 8.3%.

Excluding the effects of the 2006 store closures, sales in our power platform decreased 5.6% in 2007. This sales decline was the
result of decreased sales of general purpose and special purpose telephone batteries. Including the effects of the 2006 store
closures, power platform sales decreased 8.6%.

Excluding the effects of the 2006 store closures, sales in our technical platform decreased 2.2% in 2007. This sales decline was
due primarily to a decrease in sales of robotic kits, metal detectors and tools, partially offset by an increase in audio cable sales.
Including the effects of the 2006 store closures, technical platform sales decreased 6.9%.

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Excluding the effects of the 2006 store closures, sales in our service platform decreased 2.6% in 2007. Prepaid airtime sales
increased for the year ended December 31, 2007; however, this gain was more than offset by decreases in bill payment revenue.
Including the effects of the 2006 store closures, service platform sales decreased 4.9%.Other revenue decreased $4.0 million or
22.9% in 2007 due in part to the 2006 store closures and to a decline in store repair revenue.

Kiosks

Kiosk sales decreased 12.8% or $43.5 million in 2007. While this decrease is partially attributable to fewer kiosk locations
compared to the prior year, we believe that this sales decline was primarily the result of increased wireless competition, a
challenging wireless industry environment, and a customer shift to prepaid handsets which are generally priced lower than postpaid
handsets.

Other Sales

Other sales in 2006 included sales of our now closed Canadian company-operated stores. Other sales were down $40.2 million or
11.3% in 2007. This sales decrease was primarily due to the sale or closure of five service centers late in the second quarter of
2006, fewer dealer outlets in 2007, and a decline in product sales to the remaining dealers.

GROSS PROFIT

Consolidated gross profit and gross margin for 2007 were $2,025.8 million and 47.6%, respectively, compared with $2,129.4 million
and 44.6% in 2006 resulting in a 4.9% decrease in gross profit dollars and a 300 basis point increase in our gross margin.

The decrease in gross profit for 2007 was the result of a decline in net sales and operating revenues primarily due to a comparable
store sales decrease and store closures associated with our 2006 restructuring. Our 2007 gross margin increased primarily due to
an improvement in our inventory management and a shift in product mix. In addition, refunds of $14.0 million and $5.2 million for
federal telecommunications excise taxes were recorded in the first and fourth quarters of 2007, respectively. A portion of these
refunds totaling $18.8 million was recorded as a reduction to cost of products sold, which accounted for a 44 basis point increase in
our gross margin. See Note 13 – “Federal Excise Tax” for a discussion of the impact of the federal telecommunications excise tax.

SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) EXPENSE

Our consolidated SG&A expense decreased 15.0% or $272.2 million in 2007. This represents a 170 basis point decrease as a
percentage of net sales and operating revenues compared to 2006.

Payroll and commissions expense decreased in dollars and as a percentage of net sales and operating revenues. This decrease
was primarily driven by a reduction in our corporate support staff, a reduction of store personnel from store closures in 2006, and
better management of store labor hours. Additionally, compensation included an $8.5 million charge recorded in the first quarter of
2007 associated with the reduction of approximately 280 corporate support employees, while the year ended December 31, 2006,
included employee separation charges of approximately $16.1 million connected with the 2006 restructuring. Furthermore, our
accrued vacation was reduced $14.3 million in 2007 in connection with the modification of our employee vacation policy during
2007.

Rent expense decreased in dollars, but increased as a percent of net sales and operating revenues. The rent decrease was
primarily driven by store closures from our 2006 restructuring.

Advertising expense decreased in dollars, but increased as a percent of net sales and operating revenues. This decrease was
primarily due to a change in our media strategy, as we changed the mix of media used in our advertising program from television to
more radio and newspaper usage, as well as reduced sponsorship programs.

Professional fees decreased in both dollars and as a percent of net sales and operating revenues. The decrease relates to a decline
in our use of consultants and lower fees incurred as a result of our defense

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of certain class action lawsuits during 2006, as well as prior year recognition of $5.1 million of the $8.8 million charge to establish a
legal reserve for the settlement of these lawsuits. See Note 12 – “Commitments and Contingencies” in the Notes to Consolidated
Financial Statements for a discussion of these lawsuits.

DEPRECIATION AND AMORTIZATION

Total depreciation and amortization for 2007 declined $15.5 million or 12.1%. This decrease was primarily due to the closure of
stores and acceleration of depreciation as part of our 2006 restructuring, as well as a reduction in our capital expenditures during
2007. Additionally, the 2007 decline within the kiosk segment was the result of an impairment recorded during the third quarter of
2006.

IMPAIRMENT OF LONG-LIVED ASSETS AND OTHER CHARGES

During 2007, we recorded impairment charges for long-lived assets related primarily to our Sprint Nextel kiosk operations and U.S.
RadioShack company-operated stores of $2.7 million. We recorded this amount based on the remaining estimated future cash
flows related to these specific stores. It was determined that the net book value of many of the stores' long-lived assets was not
recoverable. For the stores with insufficient estimated cash flows, we wrote down the associated long-lived assets to their
estimated fair value.

In February 2006, as part of our restructuring program, our board of directors approved the closure of 400 to 700 U.S. RadioShack
company-operated stores. During the first half of 2006, we identified the stores for closure and subsequently performed the
impairment test. Based on the remaining estimated future cash flows related to these specific stores, it was determined that the
net book value of some of the stores' long-lived assets to be held for use was not recoverable. For the stores with insufficient
estimated cash flows, we wrote down the associated long-lived assets to their estimated fair value, resulting in a $9.2 million
impairment loss related to our U.S. RadioShack company-operated store segment. By July 31, 2006, we had closed 481 specific
stores under the restructuring program; there were no additional closures under this program for the remainder of the year.

Also, we purchased certain assets from Wireless Retail, Inc. during the fourth quarter of 2004 for $59.6 million, which resulted in
the recognition of $18.6 million of goodwill and a $32.1 million intangible asset related to a five-year agreement with Sam’s Club to
operate wireless kiosks in approximately 540 Sam’s Club locations nationwide. These assets relate to our kiosk segment. As a
result of continued company and wireless industry growth challenges, together with changes in our senior leadership team during
the third quarter of 2006 that resulted in a refocus on allocation of capital and resources towards other areas of our business, we
determined that our long-lived assets, including goodwill associated with our kiosk operations, were impaired. We performed
impairment tests on both the long-lived assets associated with our Sam’s Club agreement, including the intangible asset relating to
the five-year agreement, and the accompanying goodwill.

With respect to the long-lived tangible and intangible assets, we compared their carrying values with their estimated fair values
using a discounted cash flow model, which reflected our lowered expectations of wireless revenue growth and the ceased
expansion of our kiosk business, and determined that the intangible asset relating to the five-year agreement was impaired. This
assessment resulted in a $10.7 million impairment charge to the intangible asset related to our kiosk segment in 2006. The
remaining intangible balance is being amortized over the remaining life of the Sam’s Club agreement, which was originally
scheduled to expire in September 2009.

With respect to the goodwill of $18.6 million, we estimated the fair value of the Sam’s Club reporting unit using a discounted cash
flow model similar to that used in the long-lived asset impairment test. We compared it with the carrying value of the reporting unit
and determined that the goodwill was impaired. As the carrying value of the reporting unit exceeded its estimated fair value, we
then compared the implied fair value of the reporting unit's goodwill with the carrying amount of goodwill. This resulted in an $18.6
million impairment of goodwill related to our kiosk segment in 2006.

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Additionally, based on historical and expected cash flows for U.S. RadioShack company-operated stores and kiosks, we recorded
an impairment charge of $4.6 million related to property and equipment and an impairment charge of $1.2 million related to
goodwill.These 2006 impairment charges, aggregating $44.3 million, were recorded within impairment of long-lived assets and other
charges in the accompanying Consolidated Statement of Income.

NET INTEREST EXPENSE

Consolidated interest expense, net of interest income, was $16.2 million for 2007 versus $36.9 million for 2006, a decrease of $20.7
million or 56%.

Interest expense decreased 12% to $38.8 million in 2007 from $44.3 million in 2006. This decrease was attributable to lower
average outstanding debt, which was partially offset by rising interest rates on our floating rate debt exposure.

Interest income increased 205% to $22.6 million in 2007 from $7.4 million in 2006. This increase was due to a higher average
investment balance for 2007, as well as higher average investment rates. Additionally, we recorded $2.6 million of interest income
related to federal telecommunications excise tax refunds during 2007. See Note 13 – “Federal Excise Tax” for a discussion of the
impact of the federal telecommunications excise tax.

OTHER INCOME (LOSS)

In 2007, we recognized a net gain of $0.9 million relating to our derivative exposure to Sirius. During the third quarter of 2007, we
modified the expected date at which we would settle the warrants, resulting in a $2.4 million unrealized gain, which was offset by
mark-to-market losses of $1.5 million during the year, compared to a loss of $5.9 million for the year ended December 31, 2006.

Additionally, in 2006 we had a $2.7 million loss related to an other than temporary impairment of other investments.

INCOME TAX PROVISION

Our effective tax rate for 2007 was 35.4% compared to 34.1% in 2006. The 2007 effective tax rate was impacted by the net reversal
in June 2007 of approximately $10.0 million in unrecognized tax benefits, deferred tax assets and accrued interest. Refer to Note 9
– “Income Taxes” of our consolidated financial statements for additional information. This $10.0 million reversal lowered our effective
tax rate 273 basis points for the year ended December 31, 2007. Furthermore, the effective tax rate for 2006 was primarily affected
by the tax benefit associated with inventory donations occurring in the quarter ended June 30, 2006. During the second quarter of
2006, we donated approximately $20 million in inventory to charitable organizations in a manner that provided us with a tax
deduction in excess of the inventory cost. The entire tax benefit attributable to this charitable donation deduction is reflected in the
effective tax rate for the second quarter of 2006.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Refer to Note 2 – “Summary of Significant Accounting Policies” under the section titled “Recently Issued Accounting
Pronouncements” in the Notes to Consolidated Financial Statements.

CASH FLOW AND LIQUIDITY

A summary of cash flows from operating, investing and financing activities is outlined in the table below.

Year Ended December 31,


(In millions) 2008 2007 2006
Operating activities $ 274.6 $ 379.0 $ 314.8
Investing activities (124.3) (42.0) (79.3)
Financing activities 154.8 (299.3) 12.5

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Cash Flow – Operating Activities

Cash flows from operating activities provide us with the majority of our liquidity. Cash provided by operating activities in 2008 was
$274.6 million, compared with $379.0 million and $314.8 million in 2007 and 2006, respectively. Cash flows from operating activities
are comprised of net income plus non-cash adjustments to net income and working capital components. Cash provided by net
income plus non-cash adjustments to net income was $339.5 million, $358.9 million, and $230.7 million for 2008, 2007, and 2006,
respectively. Cash used in working capital components was $64.9 million in 2008 compared with cash provided by working capital
components of $20.1 million and $84.1 million in 2007 and 2006, respectively.

Cash Flow – Investing Activities

Cash used in investing activities was $124.3 million, $42.0 million, and $79.3 million in 2008, 2007, and 2006, respectively. The
2008 increase was primarily the result of our $42.0 million acquisition of RadioShack de Mexico and $85.6 million in capital
expenditures for our U.S. RadioShack company-operated stores and information system projects. We anticipate that our capital
expenditure requirements for 2009 will range from $75 million to $100 million. U.S. RadioShack company-operated store remodels
and relocations, as well as information systems projects, will account for the majority of our anticipated 2009 capital expenditures.
As of December 31, 2008, we had $814.8 million in cash and cash equivalents. Cash and cash equivalents and cash generated
from operating activities will be used to fund future capital expenditure needs.

Cash Flow – Financing Activities

Cash provided by financing activities was $154.8 million and $12.5 million for 2008 and 2006, respectively, compared to cash used
of $299.3 million in 2007. The cash provided by financing activities in 2008 was primarily driven by the issuance of our 2013
convertible notes and associated hedge and warrant transactions. We used cash of $111.3 million and $208.5 million to repurchase
our common stock during 2008 and 2007, respectively. The 2007 stock repurchases were partially funded by $81.3 million received
from stock option exercises. The balance of capital to repurchase shares was obtained from cash generated from operations.
Additionally, we paid off our $150.0 million ten-year unsecured note payable which matured in September 2007.

Free Cash Flow

Our free cash flow, defined as cash flows from operating activities less dividends paid and additions to property, plant and
equipment, was $157.7 million in 2008, $300.9 million in 2007, and $189.9 million in 2006. The decrease in free cash flow for 2008
was attributable to lower earnings, more cash used in working capital, and increased capital expenditures.

We believe free cash flow is a relevant indicator of our ability to repay maturing debt, change dividend payments or fund other uses
of capital that management believes will enhance shareholder value. The comparable financial measure to free cash flow under
generally accepted accounting principles is cash flows from operating activities, which was $274.6 million in 2008, $379.0 million in
2007, and $314.8 million in 2006. We do not intend for the presentation of free cash flow, a non-GAAP financial measure, to be
considered in isolation or as a substitute for measures prepared in accordance with GAAP.

The following table is a reconciliation of cash flows from operating activities to free cash flow.

Year Ended December 31,


(In millions) 2008 2007 2006
Net cash provided by operating activities $ 274.6 $ 379.0 $ 314.8
Less:
Additions to property, plant and equipment 85.6 45.3 91.0
Dividends paid 31.3 32.8 33.9

Free cash flow $ 157.7 $ 300.9 $ 189.9

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CAPITAL STRUCTURE AND FINANCIAL CONDITION

We consider our capital structure and financial condition to be strong. We had $814.8 million in cash and cash equivalents at
December 31, 2008, for our funding needs. Additionally, we have available to us a $325 million bank credit facility. As of December
31, 2008, we had no borrowings under this credit facility.

Debt Obligations

Convertible Notes: In August 2008, we issued $375 million principal amount of convertible senior notes due August 1, 2013, (the
“Convertible Notes”) in a private offering. Each $1,000 of principal of the Convertible Notes is initially convertible, under certain
circumstances, into 41.2414 shares of our common stock (or a total of approximately 15.5 million shares), which is the equivalent
of $24.25 per share, subject to adjustment upon the occurrence of specified events set forth under terms of the Convertible Notes.
Upon conversion, we would pay the holder the cash value of the applicable number of shares of our common stock, up to the
principal amount of the note. Amounts in excess of the principal amount, if any, (the “excess conversion value”) may be paid in
cash or in stock, at our option. Holders may convert their Convertible Notes into common stock on the net settlement basis
described above at any time from May 1, 2013, until the close of business on July 29, 2013, or if, and only if, one of the following
conditions occurs:

•During any calendar quarter, and only during such calendar quarter, if the closing price of our common stock for at least 20
trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter
exceeds 130% of the conversion price per share of common stock in effect on the last day of such preceding calendar
quarter
•During the five consecutive business days immediately after any 10 consecutive trading day period in which the average
trading price per $1,000 principal amount of Convertible Notes was less than 98% of the product of the closing price of the
common stock on such date and the conversion rate on such date
•We make specified distributions to holders of our common stock or specified corporate transactions occur

Concurrent with the issuance of the Convertible Notes, we entered into note hedge transactions with Citi and Bank of America
whereby we have the option to purchase up to 15.5 million shares of our common stock at a price of $24.25 per share (the
“Convertible Note Hedges”), and we sold warrants to the same financial institutions whereby they have the option to purchase up to
15.5 million shares of our common stock at a per share price of $36.60 (the “Warrants”). The Convertible Note Hedges and
Warrants were structured to reduce the potential future share dilution associated with the conversion of the Convertible Notes. The
Convertible Note Hedges and Warrants are separate contracts with the two financial institutions, are not part of the terms of the
Convertible Notes, and do not affect the rights of holders under the Convertible Notes. A holder of the Convertible Notes does not
have any rights with respect to the Convertible Note Hedges or Warrants.

The net proceeds retained by RadioShack as a result of the issuance of the Convertible Notes, the purchase of the Convertible Note
Hedges, and the proceeds received from the issuance of the Warrants were approximately $319.2 million. We completed these
transactions to secure a source of liquidity in preparation for our $300 million credit facility expiring in June of 2009. On September
11, 2008, we terminated this credit facility.

For a more detailed description of the Convertible Notes, Convertible Note Hedges and Warrants, please see Note 5 –
“Indebtedness and Borrowing Facilities” and Note 6 – “Stockholders’ Equity” in the Notes to Consolidated Financial Statements.

Long-Term Notes: On May 11, 2001, we issued $350 million of 10-year 7.375% notes in a private offering to qualified institutional
buyers under SEC Rule 144A. The annual interest rate on the notes is 7.375% per annum with interest payable on November 15
and May 15 of each year. The notes contain certain non-financial covenants and mature on May 15, 2011. In August 2001, under
the terms of an exchange offering filed with the SEC, we exchanged substantially all of these notes for a similar amount of publicly
registered notes. The exchange resulted in substantially all of the notes becoming registered with the SEC and did not result in
additional debt being issued.

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In June and August 2003, we entered into interest rate swap agreements with underlying notional amounts of debt of $100 million
and $50 million, respectively, and both with maturities in May 2011. Our counterparty for these swaps is Citi. These swaps
effectively convert a portion of our long-term fixed rate debt to a variable rate. We entered into these agreements to balance our
fixed versus floating rate debt portfolio to continue to take advantage of lower short-term interest rates. Under these agreements, we
have contracted to pay a variable rate of LIBOR plus a markup and to receive a fixed rate of 6.95% for the swap entered into in 2001
and 7.375% for the swaps entered into in 2003. We have designated these agreements as fair value hedging instruments. We
recorded $6.7 million in other non-current assets, net at December 31, 2008, and $1.5 million in other non-current liabilities at
December 31, 2007, for the fair value of these agreements and adjusted the carrying value of the related debt by the same amounts.

In August 1997 we filed a $300 million debt shelf registration statement. In August 1997, we issued $150 million of 10-year
unsecured long-term notes under this shelf registration. The interest rate on the notes was 6.95% per annum with interest payable
on September 1 and March 1 of each year. These notes contained customary non-financial covenants. In September 2007, our
$150 million ten-year unsecured note payable came due. Upon maturity, we paid off the $150 million note payable utilizing our
available cash and cash equivalents. During the third quarter of 2001, we entered into an interest rate swap agreement with an
underlying notional amount of $110.5 million. This interest rate swap agreement expired in conjunction with the maturity of the note
payable.

Medium-Term Notes: We also issued, in various amounts and on various dates from December 1997 through September 1999,
medium-term notes totaling $150 million under the shelf registration described above. At December 31, 2007, $5 million of these
notes remained outstanding with an interest rate of 6.42%; they contained customary non-financial covenants. As of December 31,
2007, there was no availability under this shelf registration. In January 2008, the remaining $5 million of the medium-term notes
payable came due, and was paid off utilizing our available cash and cash equivalents.

Available Financing

Credit Facilities: At December 31, 2008, we had $325 million borrowing capacity available under our existing credit facility. This
facility expires in May of 2011.

As mentioned above, on September 11, 2008, we terminated our $300 million credit facility which was set to expire in June of 2009.
This facility was no longer required due to the issuance of our Convertible Notes as discussed above.

Our $325 million credit facility provides us a source of liquidity. This facility is provided by a syndicate of lenders with a majority of
the facility provided by Wells Fargo, Citi, and Bank of America. As of December 31, 2008, there were no outstanding borrowings
under this credit facility, nor were any of our facilities utilized during 2008. Interest charges under our facilities are derived using a
base LIBOR rate plus a margin which changes based on our credit ratings. Our bank syndicated credit facility has customary terms
and covenants, and we were in compliance with these covenants at December 31, 2008.

Impact of 2008 Global Credit Crisis and Economic Downturn

During the last four months of 2008, a combination of economic factors created an extremely adverse environment for the retail
industry. These factors included volatility in the capital markets, increased costs associated with issuing debt instruments, and
limited or no access to those markets for many companies and consumers. These credit market conditions, the general downturn
in the U.S. economy, and consumer sentiment as reflected in record low measurements of The Conference Board Consumer
Confidence Index™ during the fourth quarter of 2008 contributed to a significant reduction in consumer spending during the fourth
quarter as compared to 2007 and other recent years.

Our consolidated net sales decreased 7.7% or $105.6 million to $1,258.7 million for the fourth quarter, compared with $1,364.3
million in 2007. Consolidated gross profit decreased 13.9% or $84.9 million to $526.3 million for the fourth quarter, compared with
$611.2 million in 2007. While these declines were significant, we were able to generate $96.5 million in pre-tax income and $99.3
million of net cash provided by operating activities during the fourth quarter.

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If the current economic conditions persist or worsen, it could have an adverse impact on our business and on the financial condition
of some of our customers, wireless and other service providers, and merchandise suppliers. Although we have not experienced a
material increase in customer bad debts or non-performance by suppliers or service providers, current market conditions increase
the probability that we could experience losses from customer, supplier, or service provider defaults.

If a scenario as described above occurred, it could cause the rating agencies to lower our credit ratings, thereby increasing our
borrowing costs, or even causing a further reduction in or elimination of our access to debt and/or equity markets.

We do not have any debt maturities until 2011 and, as discussed above, our liquidity needs are generally met through cash
provided by operations and our cash on hand. If we need additional funds, we can draw on our credit facility expiring in 2011.

Capitalization

The following table sets forth information about our capitalization on the dates indicated.

December 31,
2008 2007
% of Total % of Total
(Dollars in millions) Dollars Capitalization Dollars Capitalization
Current debt $ 39.3 2.5% $ 61.2 5.2%
Long-term debt 732.5 46.1 348.2 29.5
Total debt 771.8 48.6 409.4 34.7
Stockholders’ equity 817.3 51.4 769.7 65.3
Total capitalization $ 1,589.1 100.0% $ 1,179.1 100.0%

Our debt-to-total capitalization ratio increased in 2008 from 2007, due to the issuance of $375 million of Convertible Notes.

Debt Ratings

Below are the agencies’ ratings by category, as well as their respective current outlook for the ratings, as of February 5, 2009.

Rating Agency Rating Outlook


Standard and Poor’s BB Stable
Moody's Ba1 Stable
Fitch BB Negative

On August 11, 2008, Standard and Poor’s revised their outlook to stable from negative and affirmed our BB corporate credit and
senior unsecured ratings. The remaining ratings and outlooks are consistent with those reported in our Annual Report on Form 10-K
for the calendar year ended December 31, 2007, and were affirmed by Moody’s and Fitch on August 11, 2008, and August 7, 2008,
respectively.

Factors that could impact our future credit ratings include free cash flow and cash levels, changes in our operating performance, the
adoption of a more aggressive financial strategy, the economic environment, conditions in the retail and consumer electronics
industries, continued sales declines in comparable stores, our financial position and changes in our business strategy. If further
downgrades occur, they will adversely impact, among other things, our future borrowing costs, access to debt capital markets,
vendor financing terms and future new store occupancy costs. Due to improvements in liquidity, we terminated our commercial
paper program during the third quarter of 2007.

Dividends

We have paid common stock cash dividends for 22 consecutive years. On November 6, 2008, our Board of Directors declared an
annual dividend of $0.25 per share. The dividend was paid on December 17,

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2008, to stockholders of record on November 28, 2008. The dividend payment of $31.3 million was funded from cash on hand.

Operating Leases

We use operating leases, primarily for our retail locations and our corporate campus, to lower our capital requirements.

Share Repurchases

In February 2005, our Board of Directors approved a share repurchase program with no expiration date authorizing management to
repurchase up to $250 million of our common stock in open market purchases. During 2008, we repurchased approximately 0.1
million shares or $1.4 million of our common stock under this program. During 2007, we repurchased 8.7 million shares or $208.5
million of our common stock under this program. As of December 31, 2008, there were no further share repurchases authorized
under this program.

In July 2008, our Board of Directors approved a share repurchase program with no expiration date authorizing management to
repurchase up to $200 million of our common stock. During the third quarter of 2008, we repurchased 6.0 million shares or $110.0
million of our common stock under this plan. As of December 31, 2008, there was $90.0 million available for share repurchases
under this plan.

Seasonal Inventory Buildup

Typically, our annual cash requirements for pre-seasonal inventory buildup range between $200 million and $400 million. The
funding required for this buildup comes primarily from cash on hand and cash generated from net sales and operating revenues. We
had $814.8 million in cash and cash equivalents as of December 31, 2008, as a resource for our funding needs. Additionally,
borrowings may be utilized to fund the inventory buildup as described in “Available Financing” above.

Contractual and Credit Commitments

The following tables, as well as the information contained in Note 5 - "Indebtedness and Borrowing Facilities" to our Notes to
Consolidated Financial Statements, provide a summary of our various contractual commitments, debt and interest repayment
requirements, and available credit lines.

The table below contains our known contractual commitments as of December 31, 2008.

(In millions) Payments Due by Period


Total
Amounts Less Than Over
Contractual Obligations Committed 1 Year 1-3 Years 3-5 Years 5 Years
Long-term debt obligations $ 726.0 $ -- $ 350.0 $ 375.0 $ 1.0
Interest obligations 178.7 49.5 85.9 43.3 --
Operating lease obligations 640.3 193.5 283.2 115.1 48.5
Purchase obligations (1) 283.8 269.4 14.2 0.2 --
Other long-term liabilities
reflected on the balance sheet (2) 96.5 -- 22.4 7.2 20.8
Total $ 1,925.3 $ 512.4 $ 755.7 $ 540.8 $ 70.3

(1)
Purchase obligations include our product commitments, marketing agreements and freight commitments.
(2)
Includes a $46.1 million liability for unrecognized tax benefits. We are not able to reasonably estimate the timing of the payments or
the amount by which the liability will increase or decrease over time; therefore the related balances have not been reflected in the
‘‘Payments Due by Period’’ section of the table.

For more information regarding long-term debt and lease commitments, refer to Note 5 – “Indebtedness and Borrowing Facilities”
and Note 12 – Commitments and Contingencies”, respectively, of our Notes to Consolidated Financial Statements.

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The table below contains our credit commitments from various financial institutions.

(In millions) Commitment Expiration per Period


Total
Amounts Less Than Over
Credit Commitments Committed 1 Year 1-3 Years 3-5 Years 5 Years
Lines of credit $ 325.0 $ -- $ 325.0 $ -- $ --
Standby letters of credit 33.7 33.7 -- -- --
Total commercial commitments $ 358.7 $ 33.7 $ 325.0 $ -- $ --

Assigned Lease Obligations

We have retail leases for locations that were assigned to other businesses. The majority of these lease obligations arose from
leases assigned to CompUSA, Inc. (“CompUSA”) as part of its purchase of our Computer City, Inc. subsidiary in August 1998.

Following an announcement in February 2007 of its intentions to close as many as 126 stores and an announcement in December
2007 that they had been acquired by Gordon Brothers Group, CompUSA stores ceased operations in January 2008. A portion of
the closed stores represents locations where we may be liable for the rent payments on the underlying lease. To date, we have
been named as defendants in a total of eleven lawsuits from lessors seeking payment from us.

Based on all available information pertaining to the status of these leases, and after applying the provisions set forth within SFAS
No. 5, “Accounting for Contingencies,” and FIN 14, “Reasonable Estimation of a Loss – an Interpretation of SFAS No. 5,” during the
fourth quarter of 2007, we established an accrual of $7.5 million, recorded in current liabilities. In the first quarter of 2008, we
increased our accrual to $9.0 million, reflecting our revised estimate based on further developments. We are continuing to monitor
this situation and will update our accrual as more information becomes available.

FINANCIAL IMPACT OF 2006 RESTRUCTURING PROGRAM

As discussed previously, our 2006 restructuring program, as originally stated in February 2006, contained four key components:

•Update our inventory


•Focus on our top-performing U.S. RadioShack company-operated stores, while closing 400 to 700 U.S. RadioShack
company-operated stores and aggressively relocate other U.S. RadioShack company-operated stores
•Consolidate our distribution centers
•Reduce our overhead costs

Store Closures: As of December 31, 2006, we had closed 481 stores as a result of our restructuring program. Our decision to
close these stores was made on a store-by-store basis, and there was no geographic concentration of closings for these stores.
For these closed stores, we recognized a charge in 2006 of $9.1 million to SG&A for future lease obligations and negotiated buy-
outs with landlords. A lease obligation reserve was not recognized until a store had been closed or when a buy-out agreement had
been reached with the landlord. Regarding the 481 stores we closed as a result of the restructuring program during the year ended
December 31, 2006, we recorded an impairment charge of $9.2 million related to the long-lived assets associated with certain of
these stores. It was determined that the net book value of several of the stores' long-lived assets was not recoverable based on the
remaining estimated future cash flows related to these specific stores. We also recognized $2.1 million in accelerated depreciation
associated with closed store assets for which the useful lives had been changed due to the store closures.

In connection with these store closures, we identified 601 retail employees whose positions were terminated by December 31,
2006. These employees were paid severance, and some earned retention bonuses if they remained employed until certain agreed-
upon dates. The development of a reserve for these costs began on the date that the terms of severance benefits were established
and communicated to the employees, and the reserve was recognized over the minimum retention period. As of December 31,
2006, $3.8 million had been recognized in SG&A as retention and severance benefits for store

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employees, with $3.6 million in benefits paid to that date. Additionally, as part of our store closure activities, we incurred and
recognized in SG&A $6.1 million in expenses in 2006 primarily in connection with fees paid to outside liquidators and for close-out
promotional activities for the 481 stores.

All stores identified for closure under the restructuring program were closed as of July 31, 2006. Additionally, we continue to
negotiate buy-out agreements with our landlords; however, remaining lease obligations of $0.8 million still existed at December 31,
2008. There is uncertainty as to when, and at what cost, we will fully settle all remaining lease obligations.

Distribution Center Consolidations: We closed a distribution center located in Southaven, Mississippi, and sold a distribution
center in Charleston, South Carolina, in 2006. During the year ended December 31, 2006, we recognized a lease obligation charge
in SG&A in the amount of $2.0 million on the lease of the Southaven distribution center and a gain of $2.7 million on the sale of the
Charleston distribution center. We also incurred a $0.5 million charge related to severance for approximately 100
employees. Additionally, there were $0.4 million in other expenses.

Service Center Operations: We closed or sold five service center locations during the year ended December 31, 2006, resulting
in the elimination of approximately 350 positions. We recognized charges to SG&A of $1.2 million and $0.9 million related to lease
obligations and severance, respectively. This severance obligation was paid as of December 31, 2006. Additionally, there were $0.1
million in other expenses.

Overhead Cost Reductions: Management conducted a review of our cost structure to identify potential sources of cost reductions.
In connection with this review, we made decisions to lower these costs, including reducing our advertising spend rate in connection
with adjustments to our media mix. During the year ended December 31, 2006, we reduced our workforce by approximately 514
positions, primarily within our corporate headquarters. We recorded charges to SG&A for termination benefits and related costs of
$11.9 million, of which $6.4 million had been paid as of December 31, 2006. During 2007, severance payments totaling $5.0 million
were paid, leaving an accrued severance balance of $0.7 million as of December 31, 2007.

Inventory Update: We replaced underperforming merchandise with new, faster-moving merchandise. We recorded a pre-tax
charge to cost of products sold of approximately $62 million during the fourth quarter of 2005, as a result of both our normal
inventory review process and the inventory update aspect of our restructuring program.

The following table summarizes the activity related to the 2006 restructuring program from February 17, 2006, through December
31, 2007:

Asset Accelerated
(In millions) Severance Leases Impairments Depreciation Other Total
Total charges for 2006 $ 16.1 $ 12.3 $ 9.2 $ 2.1 $ 4.9 $ 44.6

Total spending for 2006,


net of amounts realized
from sale of fixed assets (10.4) (8.5) -- -- (4.6) (23.5)

Total non-cash items -- 0.9 (9.2) (2.1) (0.2) (10.6)


Accrual at December 31,
2006 5.7 4.7 -- -- 0.1 10.5

Total spending for 2007 (5.0) (3.9) -- -- (0.1) (9.0)

Additions for 2007 -- 1.4 -- -- -- 1.4


Accrual at December 31,
2007 $ 0.7 $ 2.2 $ -- $ -- $ -- $ 2.9

We made cash payments during 2008 in the amount of $2.1 million. The total remaining accrual at December 31, 2008, was $0.8
million related to remaining lease obligations.

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See the allocation of our restructuring charges within our segments in Note 16 – “Segment Reporting” in the Notes to Consolidated
Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS

Other than the operating leases described above, we do not have any off-balance sheet financing arrangements, transactions, or
special purpose entities.

INFLATION

With the exception of increased energy costs in 2007 and the first half of 2008, inflation has not significantly impacted us over the
past three years. We do not expect inflation to have a significant impact on our operations in the foreseeable future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the
United States. The application of GAAP requires us to make estimates and assumptions that affect the reported values of assets
and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period, and
the related disclosures of contingent assets and liabilities. The use of estimates is pervasive throughout our financial statements
and is affected by management judgment and uncertainties. Our estimates, assumptions and judgments are based on historical
experience, current market trends and other factors that we believe to be relevant and reasonable at the time the consolidated
financial statements are prepared. We continually evaluate the information used to make these estimates as our business and the
economic environment change. Actual results may differ materially from these estimates under different assumptions or conditions.

In the Notes to Consolidated Financial Statements, we describe our significant accounting policies used in the preparation of the
consolidated financial statements. The accounting policies and estimates we consider most critical are revenue recognition;
inventory valuation under the cost method; estimation of reserves and valuation allowances specifically related to insurance, tax and
legal contingencies; valuation of long-lived assets and intangibles, including goodwill; and stock-based compensation.

We consider an accounting policy or estimate to be critical if it requires difficult, subjective or complex judgments, and is material
to the portrayal of our financial condition, changes in financial condition or results of operations. The selection, application and
disclosure of our critical accounting policies and estimates have been reviewed by the Audit and Compliance Committee of our
Board of Directors.

Revenue Recognition: Our revenue is derived principally from the sale of name brand and private brand products and services to
consumers. Revenue is recognized, net of an estimate for customer refunds and product returns, when persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and
collectability is reasonably assured.

Certain products, such as wireless telephone handsets, require the customer to use the services of a third-party service provider. In
most cases, the third-party service provider pays us a fee or commission for obtaining a new customer, as well as a monthly
recurring residual amount based upon the ongoing arrangement between the service provider and the customer. Fee or commission
revenue, net of a reserve for estimated service deactivations, is generally recognized at the time the customer is accepted as a
subscriber of a third-party service provider, while the residual revenue is recognized on a monthly basis.

Estimated product refunds and returns, service plan deactivations, residual revenue and commission revenue adjustments are
based on historical information pertaining to these items. If actual results differ from these estimates due to various factors, the
amount of revenue recorded could be materially affected. A 10% difference in our reserves for the estimates noted above would have
affected net sales and operating revenues by approximately $2.6 million in 2008.

Inventory Valuation: Our inventory consists primarily of finished goods available for sale at our retail locations or within our
distribution centers and is recorded at the lower of average cost (which

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approximates FIFO) or market. The cost components recorded within inventory are the vendor invoice cost and certain allocated
external and internal freight, distribution, warehousing and other costs relating to merchandise acquisition required to bring the
merchandise from the vendor to the point-of-sale.

Typically, the market value of our inventory is higher than its aggregate cost. Determination of the market value may be very
complex and, therefore, requires a high degree of judgment. In order for management to make the appropriate determination of
market value, the following items are commonly considered: inventory turnover statistics, current selling prices, seasonality factors,
consumer trends, competitive pricing, performance of similar products or accessories, planned promotional incentives,
technological obsolescence, and estimated costs to sell or dispose of merchandise such as sales commissions.

If the estimated market value, calculated as the amount we expect to realize, net of estimated selling costs, from the ultimate sale
or disposal of the inventory, is determined to be less than the recorded cost, we record a provision to reduce the carrying amount of
the inventory item to its net realizable value. Differences between management estimates and actual performance and pricing of our
merchandise could result in inventory valuations that differ from the amount recorded at the financial statement date and could also
cause fluctuations in the amount of recorded cost of products sold.

If our estimates regarding market value are inaccurate or changes in consumer demand affect certain products in an unforeseen
manner, we may be exposed to material losses or gains in excess of our established valuation reserve.

Estimation of Reserves and Valuation Allowances: The amount of liability we record for claims related to insurance, tax and
legal contingencies requires us to make judgments about the amount of expenses that will ultimately be incurred. We use our
history and experience, as well as other specific circumstances surrounding these claims, in evaluating the amount of liability we
should record. As additional information becomes available, we assess the potential liability related to our various claims and revise
our estimates as appropriate. These revisions could materially impact our results of operations and financial position or liquidity.

We are insured for certain losses related to workers' compensation, property and other liability claims, with deductibles up to $1.0
million per occurrence. This insurance coverage limits our exposure for any catastrophic claims that may arise above the
deductible. We also have a self-insured health program administered by a third-party covering the majority of our employees that
participate in our health insurance programs. We estimate the amount of our reserves for all insurance programs discussed above
at the end of each reporting period. This estimate is based on historical claims experience, demographic factors, severity factors,
and other factors we deem relevant. A 10% change in our insurance reserves at December 31, 2008, would have affected net
income by approximately $5.7 million. As of December 31, 2008, actual losses had not exceeded our expectations. Additionally,
for claims that exceed our deductible amount, we record a gross liability and corresponding receivable representing expected
recoveries, since we are not legally relieved of our obligation to the claimant.

We are subject to periodic audits from multiple domestic and foreign tax authorities related to income tax, sales and use tax,
personal property tax, and other forms of taxation. These audits examine our tax positions, timing of income and deductions, and
allocation procedures across multiple jurisdictions. As part of our evaluation of these tax issues, we establish reserves in our
consolidated financial statements based on our estimate of current probable tax exposures. Effective January 1, 2007, we began
recognizing uncertain income tax positions based on our assessment of whether the tax position was more likely than not to be
sustained on audit, as set forth within FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of
FASB Statement No. 109.” Depending on the nature of the tax issue, we could be subject to audit over several years; therefore, our
estimated reserve balances might exist for multiple years before an issue is resolved by the taxing authority.

Additionally, we are involved in legal proceedings and governmental inquiries associated with employment and other matters. A
reserve has been established based on our best estimate of the probable losses in these matters. This estimate has been
developed in consultation with in-house and outside legal counsel and is based upon a combination of litigation and settlement
strategies.

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Although we believe that our tax and legal reserves are based on reasonable judgments and estimates, actual results could differ,
which may expose us to material gains or losses in future periods. These actual results could materially affect our effective tax rate,
earnings, deferred tax balances and cash flows in the period of resolution.

Valuation of Long-Lived Assets and Intangibles, including Goodwill: Long-lived assets, such as property and equipment, are
reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable, such
as negative cash flows or plans to dispose of or sell long-lived assets before the end of their previously estimated useful lives. The
carrying amount is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset. If the carrying amount is not recoverable, we recognize an impairment loss equal to the
amount by which the carrying amount exceeds fair value. We estimate fair value based on projected future discounted cash flows.

Impairment losses, if any, are recorded in the period in which the impairment occurs. The carrying value of the asset is adjusted to
the new carrying value, and any subsequent increases in fair value are not recorded. Additionally, if it is determined that the
estimated remaining useful life of the asset should be decreased, the periodic depreciation expense is adjusted based on the new
carrying value of the asset.

The impairment calculation requires us to apply judgment and estimates concerning future cash flows, strategic plans, useful lives
and discount rates. If actual results are not consistent with our estimates and assumptions, we may be exposed to additional
impairment charges, which could be material to our results of operations.

We have acquired goodwill and other separately identifiable intangible assets related to business acquisitions. The original valuation
of these intangible assets is based on estimates for future profitability, cash flows and other judgmental factors. We review our
goodwill and other intangible asset balances on an annual basis, during the fourth quarter, and whenever events or changes in
circumstances indicate the carrying value of goodwill or an intangible asset might exceed their current fair value.

The determination of fair value is based on various valuation techniques such as discounted cash flow and other comparable market
analyses. These valuation techniques require us to make estimates and assumptions regarding future profitability, industry factors,
planned strategic initiatives, discount rates and other factors. If actual results or performance of certain business units are different
from our estimates, we may be exposed to an impairment charge related to our goodwill or intangible assets. The total value of our
goodwill and intangible assets at December 31, 2008, was $38.8 million.

Stock-Based Compensation: We have historically granted certain stock-based awards to employees and directors in the form of
non-qualified stock options, incentive stock options, restricted stock and deferred stock units. See Note 2 - “Summary of Significant
Accounting Policies” and Note 7 - “Stock-Based Incentive Plans” for a more complete discussion of our stock-based compensation
programs.

At the date that an award is granted, we determine the fair value of the award and recognize the compensation expense over the
requisite service period, which typically is the period over which the award vests. The restricted stock and deferred stock units are
valued at the fair market value of our stock on the date of grant. The fair value of stock options with only service conditions is
estimated using the Black-Scholes-Merton option-pricing model. The fair value of stock options with service and market conditions
is valued utilizing a lattice model with Monte Carlo simulations. The Black-Scholes-Merton and lattice models require management
to apply judgment and use highly subjective assumptions, including expected option life, expected volatility, and expected
employee forfeiture rate. We use historical data and judgment to estimate the expected option life and the employee forfeiture rate,
and use historical and implied volatility when estimating the stock price volatility.

While the assumptions that we develop are based on our best expectations, they involve inherent uncertainties based on market
conditions and employee behavior that are outside of our control. If actual results are not consistent with the assumptions used, the
stock-based compensation expense reported in our financial statements may not be representative of the actual economic cost of
the stock-based compensation. Additionally, if actual employee forfeitures significantly differ from our estimated forfeitures,

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we may have an adjustment to our financial statements in future periods. A 10% change in our stock-based compensation expense
in 2008 would have affected our net income by approximately $1.3 million.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Matters discussed in MD&A and in other parts of this report include forward-looking statements within the meaning of the federal
securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements are statements that are not historical and may be identified by the use of
words such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “potential” or similar words. These matters include statements
concerning management’s plans and objectives relating to our operations or economic performance and related assumptions. We
specifically disclaim any duty to update any of the information set forth in this report, including any forward-looking statements.
Forward-looking statements are made based on management’s current expectations and beliefs concerning future events and,
therefore, involve a number of assumptions, risks and uncertainties, including the risk factors described in Item 1A, “Risk Factors,”
of this Annual Report on Form 10-K. Management cautions that forward-looking statements are not guarantees, and our actual
results could differ materially from those expressed or implied in the forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

At December 31, 2008, the only derivative instruments that materially increased our exposure to market risks for interest rates,
foreign currency rates, commodity prices or other market price risks were the interest rate swaps noted in our MD&A. We do not
use derivatives for speculative purposes.

Our exposure to interest rate risk results from changes in short-term interest rates. Interest rate risk exists with respect to our net
investment position at December 31, 2008, of $597.8 million, consisting of fluctuating short-term investments of $747.8 million and
offset by $150 million of indebtedness which, because of our interest rate swaps, effectively bears interest at short-term floating
rates. A hypothetical increase or decrease of 100 basis points in the interest rate applicable to this floating-rate net exposure would
result in a change in annual net interest expense of $6.0 million. This hypothesis assumes no change in the principal or investment
balance.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Index to our Consolidated Financial Statements is found on page 46. Our Consolidated Financial Statements and Notes to
Consolidated Financial Statements follow the index.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We have established a system of disclosure controls and other procedures that are designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”), is recorded,
processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is
accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed as of the end of the period covered
by this annual report. This evaluation was performed under the supervision and with the participation of management, including our
CEO and CFO.

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Based upon that evaluation, our CEO and CFO have concluded that these disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our CEO and
CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in
“Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in “Internal Control – Integrated Framework,” our management concluded that our
internal control over financial reporting was effective as of December 31, 2008. The effectiveness of our internal control over financial
reporting as of December 31, 2008, has been audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which is included herein.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

We will file a definitive proxy statement with the Securities and Exchange Commission on or about April 14, 2009. The information
called for by this Item with respect to directors and the Audit and Compliance Committee of the Board of Directors is incorporated
by reference from the Proxy Statement for the 2009 Annual Meeting under the headings “Item 1 - Election of Directors” and
“Meetings and Committees of the Board.” For information relating to our Executive Officers, see Part I of this report. The Section
16(a) reporting information is incorporated by reference from the Proxy Statement for the 2009 Annual Meeting under the heading
“Section 16(a) Beneficial Ownership Reporting Compliance.” Information regarding our Financial Code of Ethics is incorporated by
reference from the Proxy Statement for the 2008 Annual Meeting under the heading “Corporate Governance – Code of Conduct and
Financial Code of Ethics.”

ITEM 11. EXECUTIVE COMPENSATION.

The information called for by this Item with respect to executive compensation is incorporated by reference from the Proxy
Statement for the 2009 Annual Meeting under the headings “Compensation Discussion and Analysis,” “Executive Compensation,”
“Non-Employee Director Compensation,” “Other Matters Involving Executive Officers,” “Compensation Committee Interlocks and
Insider Participation” and “Report of the Management Development and Compensation Committee on Executive Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.

The information called for by this Item with respect to security ownership of certain beneficial owners and management is
incorporated by reference from the Proxy Statement for the 2009 Annual Meeting under the heading “Ownership of Securities.”

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EQUITY COMPENSATION PLANS


The following table provides a summary of information as of December 31, 2008, relating to our equity compensation plans in which
our common stock is authorized for issuance.

Equity Compensation Plan Information


(a)
(c)
(b) Number of shares
remaining available for
Number of shares to be Weighted-average future issuance under
issued upon exercise of exercise price of equity compensation
outstanding options, outstanding options, plans (excluding shares
(Share amounts in thousands) warrants and rights warrants and rights reflected in column (a))
Equity compensation plans approved by
shareholders (1) 5,984(2) $ 28.44 6,018(3)
Equity compensation plans not approved by
shareholders (4) 7,003 $ 26.62 3,369
Total 12,987 $ 27.43 9,387

(1)
Includes the 1993 Incentive Stock Plan, the 1997 Incentive Stock Plan (the “1997 ISP”), the 2001 Incentive Stock Plan, the 2004
Deferred Stock Unit Plan for Non-Employee Directors, and the 2007 Restricted Stock Plan. Refer to Note 7 - “Stock-Based Incentive
Plans” of our Notes to Consolidated Financial Statements for further information. The 1997 ISP expired on February 27, 2007, and no
further grants may be made under this plan.
(2)
This amount includes approximately 145,000 shares of restricted stock and approximately 176,000 deferred stock units.
(3)
This amount includes approximately 347,000 shares of restricted stock and approximately 784,000 deferred stock units.
(4)
Includes the 1999 Incentive Stock Plan (the “1999 ISP”) and options granted as an inducement grant in connection with our chief
executive officer’s employment with RadioShack in the third quarter of 2006. Refer to Note 7 for more information concerning the
1999 ISP and the third quarter 2006 inducement grant.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information called for by this Item with respect to certain relationships and transactions with management and others is
incorporated by reference from the Proxy Statement for the 2009 Annual Meeting under the heading “Review and Approval of
Transactions with Related Persons” and “Corporate Governance - Director Independence.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information called for by this Item with respect to principal accounting fees and services is incorporated by reference from the
Proxy Statement for the 2009 Annual Meeting under the headings “Fees and Services of the Independent Auditors” and “Policy for
Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors.”

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Documents filed as part of this report.

1) The financial statements filed as a part of this report are listed in the "Index to Consolidated Financial Statements" on page
46.

2) None

3) A list of the exhibits required by Item 601 of Regulation S-K and filed as part of this report is set forth in the Index to
Exhibits beginning on page 46, which immediately precedes such exhibits.

Certain instruments defining the rights of holders of our long-term debt are not filed as exhibits to this report because the total
amount of securities authorized thereunder does not exceed ten percent of our total assets on a consolidated basis. We will furnish
the Securities and Exchange Commission copies of such instruments upon request.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, RadioShack Corporation has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RADIOSHACK CORPORATION

February 24, 2008 /s/ Julian C. Day


Julian C. Day
Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of RadioShack Corporation and in the capacities indicated on this 24th day of February, 2008.

Signature Title

/s/ Julian C. Day Chairman of the Board and Chief Executive Officer
Julian C. Day (Principal Executive Officer)

/s/ James F. Gooch Executive Vice President and Chief Financial Officer
James F. Gooch (Principal Financial Officer)

/s/ Martin O. Moad Vice President and Controller


Martin O. Moad (Principal Accounting Officer)

/s/ Frank J. Belatti Director /s/ H. Eugene Lockhart Director


Frank J. Belatti H. Eugene Lockhart

/s/ Robert S. Falcone Director /s/ Jack L. Messman Director


Robert S. Falcone Jack L. Messman

/s/ Daniel R. Feehan Director /s/ Thomas G. Plaskett Director


Daniel R. Feehan Thomas G. Plaskett

/s/ Richard J. Hernandez Director /s/ Edwina D. Woodbury Director


Richard J. Hernandez Edwina D. Woodbury

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RADIOSHACK CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Report of Independent Registered Public Accounting Firm 47
Consolidated Statements of Income for each of the three years in the
period ended December 31, 2008 48
Consolidated Balance Sheets at December 31, 2008 and December 31, 2007 49
Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 2008 50
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for each of the three years in the period ended December 31, 2008 51
Notes to Consolidated Financial Statements 52 – 82

All financial statement schedules have been omitted because they are not applicable, not required, or the information is included in
the consolidated financial statements or notes thereto.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of RadioShack Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the
financial position of RadioShack Corporation and its subsidiaries at December 31, 2008 and December 31, 2007, and the results of
their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's
Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these
financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted
our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.

As discussed in Note 9 to the consolidated financial statements, the Company changed the manner in which it accounts for
income taxes in 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Fort Worth, Texas


February 24, 2009

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RADIOSHACK CORPORATION AND SUBSIDIARIES


Consolidated Statements of Income

Year Ende d De ce m ber 31,


2008 2007 2006
% of % of % of
(In m illions, e xcept pe r s hare am ounts ) Dollars Reve nue s Dollars Reve nue s Dollars Reve nue s
Net sale s and ope rating re ve nue s $ 4,224.5 100.0% $ 4,251.7 100.0% $ 4,777.5 100.0%
Cost of products sold (includes depreciation
amounts of $11.2 million, $10.0 million
and $10.7 million, respectively) 2,301.8 54.5 2,225.9 52.4 2,648.1 55.4
Gross profit 1,922.7 45.5 2,025.8 47.6 2,129.4 44.6

Operating expenses:
Selling, general and administrative 1,509.8 35.7 1,538.5 36.2 1,810.7 37.9
Depreciation and amortization 88.1 2.1 102.7 2.4 117.5 2.5
Impairment of long-lived assets
and other charges 2.8 0.1 2.7 -- 44.3 0.9
Total operating expenses 1,600.7 37.9 1,643.9 38.6 1,972.5 41.3

Operating incom e 322.0 7.6 381.9 9.0 156.9 3.3

Interest income 14.6 0.3 22.6 0.5 7.4 0.1


Interest expense (29.9) (0.7) (38.8) (0.9) (44.3) (0.9)
Other (loss) income (2.4) -- 0.9 -- (8.6) (0.2)

Incom e before incom e taxe s 304.3 7.2 366.6 8.6 111.4 2.3
Income tax expense 111.9 2.6 129.8 3.0 38.0 0.8

Net incom e $ 192.4 4.6% $ 236.8 5.6% $ 73.4 1.5%

Net incom e per s hare:

Basic $ 1.49 $ 1.76 $ 0.54

Diluted: $ 1.49 $ 1.74 $ 0.54

Shares used in computing net income


per share:

Basic 129.0 134.6 136.2

Diluted 129.1 135.9 136.2

The accompanying notes are an integral part of these consolidated financial statements.

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RADIOSHACK CORPORATION AND SUBSIDIARIES


Consolidated Balance Sheets

December 31,
(In millions, except for share amounts) 2008 2007
Assets
Current assets:
Cash and cash equivalents $ 814.8 $ 509.7
Accounts and notes receivable, net 241.9 256.0
Inventories 636.3 705.4
Other current assets 99.0 95.7
Total current assets 1,792.0 1,566.8

Property, plant and equipment, net 306.4 317.1


Other assets, net 185.1 105.7
Total assets $ 2,283.5 $ 1,989.6

Liabilities and Stockholders’ Equity


Current liabilities:
Short-term debt, including current maturities of
long-term debt $ 39.3 $ 61.2
Accounts payable 206.4 257.6
Accrued expenses and other current liabilities 367.3 393.5
Income taxes payable 24.2 35.7
Total current liabilities 637.2 748.0

Long-term debt, excluding current maturities 732.5 348.2


Other non-current liabilities 96.5 123.7
Total liabilities 1,466.2 1,219.9

Commitments and contingencies (see Note 12)

Stockholders’ equity:
Preferred stock, no par value, 1,000,000
shares authorized:
Series A junior participating, 300,000 shares
designated and none issued -- --
Common stock, $1 par value, 650,000,000
shares authorized;191,033,000 shares issued 191.0 191.0
Additional paid-in capital 106.0 108.4
Retained earnings 2,153.2 1,992.1
Treasury stock, at cost; 65,950,000 and
59,940,000 shares, respectively (1,625.9) (1,516.5)
Accumulated other comprehensive loss (7.0) (5.3)
Total stockholders’ equity 817.3 769.7
Total liabilities and stockholders’ equity $ 2,283.5 $ 1,989.6

The accompanying notes are an integral part of these consolidated financial statements.

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RADIOSHACK CORPORATION AND SUBSIDIARIES


Consolidated Statements of Cash Flows

Year Ended December 31,


(In millions) 2008 2007 2006
Cash flows from operating activities:
Net income $ 192.4 $ 236.8 $ 73.4
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 99.3 112.7 128.2
Impairment of long-lived assets and other charges 2.8 2.7 44.3
Stock option compensation 10.2 10.7 12.0
Net change in liability for unrecognized tax benefits 4.6 (11.9) --
Deferred income taxes 13.6 16.5 (32.7)
Other non-cash items 16.0 (9.0) 5.1
Provision for credit losses and bad debts 0.6 0.4 0.4
Changes in operating assets and liabilities:
Accounts and notes receivable 15.2 (0.7) 61.8
Inventories 93.6 46.8 212.8
Other current assets (8.7) 5.3 2.5
Accounts payable, accrued expenses, income taxes
payable and other (165.0) (31.3) (193.0)
Net cash provided by operating activities 274.6 379.0 314.8

Cash flows from investing activities:


Additions to property, plant and equipment (85.6) (45.3) (91.0)
Proceeds from sale of property, plant and equipment 0.9 1.5 11.1
Acquisition of Mexican subsidiary, net of cash acquired (42.0) -- --
Other investing activities 2.4 1.8 0.6
Net cash used in investing activities (124.3) (42.0) (79.3)

Cash flows from financing activities:


Purchases of treasury stock (111.3) (208.5) --
Issuance of convertible notes 375.0 -- --
Convertible notes issuance costs (9.4) -- --
Purchase of convertible notes hedges (86.3) -- --
Sale of common stock warrants 39.9 -- --
Sale of treasury stock to employee benefit plans -- -- 10.5
Proceeds from exercise of stock options -- 81.3 1.7
Payments of dividends (31.3) (32.8) (33.9)
Changes in short-term borrowings and outstanding
checks in excess of cash balances, net (16.8) 10.7 42.2
Repayments of borrowings (5.0) (150.0) (8.0)
Net cash provided by (used in) financing activities 154.8 (299.3) 12.5

Net increase in cash and cash equivalents 305.1 37.7 248.0


Cash and cash equivalents, beginning of period 509.7 472.0 224.0
Cash and cash equivalents, end of period $ 814.8 $ 509.7 $ 472.0

Supplemental cash flow information:


Interest paid $ 26.5 $ 42.6 $ 44.0
Income taxes paid 123.2 112.2 52.9

The accompanying notes are an integral part of these consolidated financial statements.

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RADIOSHACK CORPORATION AND SUBSIDIARIES


Consolidated Statements of Stockholders’ Equity and Comprehensive Income

Shares at December 31, Dollars at December 31,


(In millions) 2008 2007 2006 2008 2007 2006
Com m on s tock
Beginning and end of year 191.0 191.0 191.0 $ 191.0 $ 191.0 $ 191.0

Treas ury s tock


Beginning of year (59.9) (55.2) (56.0) $ (1,516.5) $ (1,409.1) $ (1,431.6)
Purchase of treasury stock (6.1) (8.7) -- (111.3) (208.5) --
Issuance of common stock 0.1 0.5 0.6 1.9 12.8 18.6
Exercise of stock options and grant
of stock aw ards -- 3.5 0.2 -- 88.3 3.9
End of year (65.9) (59.9) (55.2) $ (1,625.9) $ (1,516.5) $ (1,409.1)

Additional paid-in capital


Beginning of year $ 108.4 $ 92.6 $ 87.7
Issuance of common stock 0.2 6.2 (5.7)
Exercise of stock options and grant
of stock aw ards -- (8.4) (1.7)
Stock option compensation 10.2 10.7 12.0
Net stock-based compensation
income tax benefits -- 7.3 0.3
Purchase of convertible notes hedges (86.3) -- --
Tax benefit from purchase of
convertible notes hedges 33.6 -- --
Sale of common stock w arrants 39.9 -- --
End of year $ 106.0 $ 108.4 $ 92.6

Retained earnings
Beginning of year $ 1,992.1 $ 1,780.9 $ 1,741.4
Net income 192.4 236.8 73.4
Cash dividends declared (31.3) (32.8) (33.9)
Adoption of FASB Interpretation No. 48 -- 7.2 --
End of year $ 2,153.2 $ 1,992.1 $ 1,780.9

Accum ulated other com prehensive


(los s ) incom e
Beginning of year $ (5.3) $ (1.6) $ 0.3
Other comprehensive loss (1.7) (3.7) (1.9)
End of year $ (7.0) $ (5.3) $ (1.6)

Total s tock holde rs ' e quity $ 817.3 $ 769.7 $ 653.8

Com prehensive incom e


Net income $ 192.4 $ 236.8 $ 73.4
Other comprehensive loss,
net of tax:
Foreign currency translation
adjustments (2.5) (4.0) 0.3
Pension adjustments, net of tax 0.8 0.4 (1.0)
Amortization of gain on cash flow
hedge -- (0.1) (0.1)
Unrealized loss on securities -- -- (1.1)
Other comprehensive loss (1.7) (3.7) (1.9)
Com prehensive incom e $ 190.7 $ 233.1 $ 71.5

The accompanying notes are an integral part of these consolidated financial statements.

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RADIOSHACK CORPORATION AND SUBSIDIARIES


Notes to Consolidated Financial Statements

The Notes to our Consolidated Financial Statements are important and should be read in conjunction with your review of the
Consolidated Financial Statements. Below is a list of the notes.

Note 1 Description of Business


Note 2 Summary of Significant Accounting Policies
Note 3 Supplemental Balance Sheet Disclosures
Note 4 Acquisitions
Note 5 Indebtedness and Borrowing Facilities
Note 6 Stockholders’ Equity
Note 7 Stock-Based Incentive Plans
Note 8 Employee Benefit Plans
Note 9 Income Taxes
Note 10 Net Income Per Share
Note 11 Fair Value Measurements
Note 12 Commitments and Contingencies
Note 13 Federal Excise Tax
Note 14 Restructuring Program
Note 15 Corporate and Field Headcount Reduction
Note 16 Segment Reporting
Note 17 Quarterly Data (Unaudited)

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NOTE 1 - DESCRIPTION OF BUSINESS

RadioShack Corporation was incorporated in Delaware in 1967. We primarily engage in the retail sale of consumer electronics
goods and services through our RadioShack store chain. We seek to differentiate ourselves from our various competitors by
providing cost-effective solutions to meet the routine electronics needs and distinct electronics wants of our customers. Throughout
this report, the terms “our,” “we,” “us” and “RadioShack” refer to RadioShack Corporation, including its subsidiaries.

U.S. RADIOSHACK COMPANY-OPERATED STORES


At December 31, 2008, we operated 4,453 company-operated stores under the RadioShack brand located throughout the United
States, as well as in Puerto Rico and the U.S. Virgin Islands. These stores are located in major shopping malls and strip centers,
as well as individual storefronts. Each location carries a broad assortment of both name brand and private brand consumer
electronics products. Our product lines include wireless telephones and communication devices such as scanners and GPS; flat
panel televisions, residential telephones, DVD players, computers and direct-to-home (“DTH”) satellite systems; home
entertainment, wireless, imaging and computer accessories; general and special purpose batteries; wire, cable and connectivity
products; and digital cameras, radio-controlled cars and other toys, satellite radios and memory players. We also provide
consumers access to third-party services such as wireless telephone and DTH satellite activation, satellite radio service, prepaid
wireless airtime and extended service plans.

KIOSKS
At December 31, 2008, we operated 688 kiosks located throughout the United States and Puerto Rico. These kiosks are primarily
inside Sam’s Club locations, as well as stand-alone Sprint Nextel kiosks in shopping malls. These locations, which are not
RadioShack-branded, offer primarily wireless handsets and their associated accessories. We also provide consumers access to
third-party wireless telephone services. Our contract to operate Sprint Nextel kiosks expires in June of 2009. We are currently in
discussion with Sprint Nextel to renew this contract, but the ultimate resolution is unknown at this time. The possible outcomes
include renewing the contract under the same terms and conditions, modifying the contract, or ceasing operations.

In February 2009, we signed a contract extension through March 31, 2011, with a transition period ending June 30, 2011, with
Sam’s Club to continue operating kiosks in certain Sam’s Club locations. As part of the terms of the contract extension, we will
assign the operation of 66 kiosk locations to Sam’s Club by July 2009. Upon the execution of this agreement, Sam’s Club had the
right to assume the operation of approximately 25 kiosk locations. Based on certain performance metrics, Sam’s Club could
acquire the right to assume approximately 25 additional kiosk locations in 2010. The total number of locations assumed by Sam’s
Club, for any reason, may not exceed 51 kiosk locations during term of the contract.

OTHER
In addition to the reportable segments discussed above, we have other sales channels and support operations described as follows:

Dealer Outlets: At December 31, 2008, we had a network of 1,394 RadioShack dealer outlets, including 36 located outside of
North America. Our North American outlets provide name brand and private brand products and services, typically to smaller
communities. These independent dealers are often engaged in other retail operations and augment their businesses with our
products and service offerings. Our dealer sales derived outside of the United States are not material.

RadioShack.com: Products and information are available through our commercial Web site www.radioshack.com. Online
customers can purchase, return or exchange various products available through this Web site. Additionally, certain products
ordered online may be picked up, exchanged or returned at RadioShack stores.

RadioShack Service Centers: We maintain a service and support network to service the consumer electronics and personal
computer retail industry in the U.S. We are a vendor-authorized service provider for many top tier manufacturers, such as Hewlett-
Packard, LG Electronics, Motorola, Nokia, and Sony, among others. In addition, we perform repairs for third-party extended service
plan providers. At December 31, 2008, we had eight RadioShack service centers in the U.S. and one in Puerto Rico that repair
certain name brand and private brand products sold through our various sales channels.

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International Operations: As of December 31, 2008, there were 200 company-operated stores under the RadioShack brand, 14
dealers, and one distribution center in Mexico. Prior to December 2008, these operations were overseen by a joint venture in which
we were a slightly less than 50% minority owner with Grupo Gigante, S.A.B. de C.V. In December 2008, we acquired 100%
ownership of this joint venture. See Note 4 - “Acquisitions” for more information. All of our 23 locations in Canada were closed by
January 31, 2007.

Support Operations:
Our retail stores, along with our kiosks and dealer outlets, are supported by an established infrastructure. Below are the major
components of this support structure.

Distribution Centers - At December 31, 2008, we had four distribution centers shipping over 900 thousand cartons each
month, on average, to our U.S. retail stores and dealer outlets. One of these distribution centers also serves as a fulfillment
center for our online customers. Additionally, we have a distribution center that ships fixtures to our U.S. RadioShack
company-operated stores. During the first half of 2008, we closed our distribution center in Columbus, Ohio.

RadioShack Technology Services (“RSTS”) - Our management information system architecture is composed of a
distributed, online network of computers that links all stores, customer channels, delivery locations, service centers, credit
providers, distribution facilities and our home office into a fully integrated system. Each store has its own server to support the
point-of-sale (“POS”) system. The majority of our U.S. RadioShack company-operated stores communicate through a
broadband network, which provides efficient access to customer support data. This design also allows store management to
track sales and inventory at the product or sales associate level. RSTS provides the majority of our programming and systems
analysis needs.

RadioShack Global Sourcing (“RSGS”) - RSGS serves our wide-ranging international import/export, sourcing, evaluation,
logistics and quality control needs. RSGS’s activities support our name brand and private brand businesses.

Consumer Electronics Manufacturing - We operate two manufacturing facilities in the United States and one overseas
manufacturing operation in China. These three manufacturing facilities employed approximately 1,900 employees as of
December 31, 2008. We manufacture a variety of products, primarily sold through our retail outlets, including telephony,
antennas, wire and cable products, and a variety of “hard-to-find” parts and accessories for consumer electronics products.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The Consolidated Financial Statements include our accounts and our majority-owned subsidiaries.
Investments in 20% to 50% owned companies are accounted for using the equity method. Significant intercompany transactions
and accounts are eliminated in consolidation.

Segments: U.S. RadioShack company-operated stores and kiosks are our reportable segments based on the criteria of Statement
of Financial Accounting Standards (“SFAS”) No. 131, "Disclosures About Segments of an Enterprise and Related Information." The
accounting policies of the reportable segments are the same as those described in the remainder of this note.

Use of Estimates: The preparation of financial statements in accordance with accounting principles generally accepted in the
United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, related
revenues and expenses, and the disclosure of gain and loss contingencies at the date of the financial statements and during the
periods presented. We base these estimates on historical results and various other assumptions believed to be reasonable, all of
which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from
other sources. Actual results could differ materially from those estimates.

Cash and Cash Equivalents: Cash on hand in stores, deposits in banks and all highly liquid investments with an original or
remaining maturity of three months or less at the time of purchase are considered cash and cash equivalents. We carry our cash
equivalents at cost, which approximates fair value because of the short maturity of the instruments. The weighted average interest
rates were 1.0% and 3.3% at December 31, 2008 and 2007, respectively, for cash equivalents totaling $747.8 million and $483.9
million, respectively.

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Accounts Receivable and Allowance for Doubtful Accounts: Concentrations of credit risk with respect to customer and dealer
receivables are limited due to the large number of customers, dealers and their location in many different geographic areas of the
country. However, we do have some concentration of credit risk from service providers in the wireless telephone industry, direct-to-
home satellite systems, and satellite radios due to sales of their products and services. We establish an allowance for doubtful
accounts based on factors surrounding the credit risk of specific customers, historical trends and other information. Historically,
such losses, in the aggregate, have not exceeded our expectations. Account balances are charged against the allowance when we
believe it is probable that the receivable will not be recovered.

Inventories: Our inventories are stated at the lower of cost (principally based on average cost, which approximates FIFO) or
market value and are comprised primarily of finished goods. Included in the cost of the inventories are in-bound freight expenses to
our distribution centers, out-bound freight expenses to our retail outlets, and other direct costs relating to merchandise acquisition
and distribution. If the calculated net realizable value of the inventory is determined to be less than the recorded cost, a provision is
made to reduce the carrying amount of the inventory.

Property, Plant and Equipment: We state our property, plant and equipment at cost, less accumulated depreciation.
Depreciation and amortization are calculated using the straight-line method over the following useful lives: 10-40 years for buildings;
2-15 years for furniture, fixtures, equipment and software; leasehold improvements are amortized over the shorter of the terms of the
underlying leases, including certain renewal periods, or the estimated useful lives of the improvements. Major additions and
betterments that substantially extend the useful life of an asset are capitalized and depreciated. Expenditures for normal
maintenance and repairs are charged directly to expense as incurred.

Capitalized Software Costs: We capitalize qualifying costs related to the acquisition or development of internal-use software.
Capitalization of costs begins after the conceptual formulation stage has been completed. Capitalized costs are amortized over the
estimated useful life of the software, which ranges between three and five years. Capitalized software costs at December 31, 2008,
2007 and 2006, totaled $50.3 million, $50.4 million and $46.0 million, net of accumulated amortization of $124.2 million, $100.1
million and $98.7 million, respectively.

Impairment of Long-Lived Assets: We review long-lived assets (primarily property, plant and equipment) held and used or to be
disposed of for impairment whenever events or changes in circumstances indicate that the net book value of the asset may not be
recoverable. Recoverability is assessed based on estimated undiscounted cash flows from the useful asset, pursuant to the
provisions of SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets.” If the carrying amount of an asset is not
recoverable, we recognize an impairment loss equal to the amount by which the carrying amount exceeds fair value. We estimate
fair value based on projected future discounted cash flows. Our policy is to evaluate long-lived assets for impairment at a store level
for retail operations.

Leases: For lease agreements that provide for escalating rent payments or free-rent occupancy periods, we recognize rent expense
on a straight-line basis over the non-cancelable lease term and certain option renewal periods that appear to be reasonably assured
at the inception of the lease. The lease term commences on the date that that we take possession of or control the physical use of
the property. Deferred rent is included in other current liabilities in the consolidated balance sheets.

Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair value of net assets acquired.
Pursuant to the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and intangibles with indefinite useful
lives are not amortized but are reviewed at least annually for impairment (and in interim periods if certain events occur indicating
that the carrying value of goodwill and intangible assets may be impaired). We estimate fair values utilizing valuation methods such
as discounted cash flows.

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The changes in the carrying amount of goodwill by segment were as follows for the years ended December 31, 2008 and 2007:

U.S.
RadioShack
(In millions) Stores Kiosks Other Total

Balances at December 31, 2006 $ 2.0 $ -- $ 0.5 $ 2.5


Dealer conversions 0.4 -- -- 0.4
Balances at December 31, 2007 2.4 -- 0.5 2.9
Dealer conversions 0.4 -- -- 0.4
Acquisition of RadioShack de Mexico -- -- 35.2 35.2
Foreign currency translation adjustment -- -- (1.8) (1.8)
Balances at December 31, 2008 $ 2.8 $ -- $ 33.9 $ 36.7

Self-Insurance: We are self-insured for certain claims relating to workers’ compensation, automobile, property, employee health-
care, and general and product liability claims, although we obtain third-party insurance coverage to limit our exposure to these
claims. We estimate our self-insured liabilities using historical claims experience and actuarial assumptions followed in the
insurance industry. Although we believe we have the ability to reasonably estimate losses related to claims, it is possible that
actual results could differ from recorded self-insurance liabilities.

Income Taxes: Income taxes are accounted for using the asset and liability method. Deferred taxes are recognized for the tax
consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a
change in tax rates is recognized in income in the period that includes the enactment date. In addition, we recognize future tax
benefits to the extent that such benefits are more likely than not to be realized. Income tax expense includes U.S. and international
income taxes, plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not deemed to be
permanently invested.

Revenue Recognition: Our revenue is derived principally from the sale of name brand and private brand products and services to
consumers. Revenue is recognized, net of an estimate for customer refunds and product returns, when persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and
collectability is reasonably assured.

Certain products, such as wireless telephone handsets, require the customer to use the services of a third-party service provider. In
most cases, the third-party service provider pays us an upfront commission for obtaining a new customer, as well as a monthly
recurring residual amount based upon the ongoing arrangement between the service provider and the customer. Our sale of an
activated wireless telephone handset is the single event required to meet the delivery criterion for both the upfront commission and
the residual revenue. Upfront commission revenue, net of estimated service deactivations, is recognized at the time an activated
wireless telephone handset is sold to the customer at the point-of-sale. Based on our extensive history in selling activated wireless
telephone handsets, we have been able to establish reliable deactivation estimates. Recurring residual income is recognized as
earned under the terms of each contract with the service provider, which is typically as the service provider bills its customer,
generally on a monthly basis. Sales of wireless handsets and the related commissions and residual income constitute
approximately one-third of our total revenue. Our two largest third-party wireless service providers are Sprint Nextel and AT&T.

Cost of Products Sold: Cost of products sold primarily includes the total cost of merchandise inventory sold, direct costs relating
to merchandise acquisition and distribution (including depreciation and excise taxes), costs of services provided, in-bound freight
expenses to our distribution centers, out-bound freight expenses to our retail outlets, physical inventory valuation adjustments and
losses, customer shipping and handling charges, and certain vendor allowances (see “Vendor Allowances” below).

Vendor Allowances: We receive allowances from third-party service providers and product vendors through a variety of promotional
programs and arrangements as a result of purchasing and promoting their products and services in the normal course of business.
We consider vendor allowances received to

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be a reduction in the price of a vendor's products or services and record them as a component of inventory until the product is sold,
at which point we record them as a component of cost of products sold unless the allowances represent reimbursement of specific,
incremental and identifiable costs incurred to promote a vendor's products and services. In this case, we record the vendor
reimbursement when earned as an offset to the associated expense incurred to promote the applicable products and/or services.

Advertising Costs: Our advertising costs are expensed the first time the advertising takes place. We receive allowances from
certain third-party service providers and product vendors that we record when earned as an offset to advertising expense incurred to
promote the applicable products and/or services only if the allowances represent reimbursement of specific, incremental and
identifiable costs (see our previous “Vendor Allowances” discussion). Advertising expense was $214.5 million, $208.8 million and
$216.3 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Stock-Based Compensation: In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123
(revised 2004), “Share-Based Payment” (“SFAS No. 123R”), which requires companies to measure all employee stock-based
compensation awards using a fair value method and record this expense in their consolidated financial statements. In addition, the
adoption of SFAS No. 123R requires additional accounting and disclosures related to income tax and cash flow effects resulting
from stock-based compensation.

On January 1, 2006, we adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”) requiring us to
recognize expense related to the fair value of our stock-based compensation awards. We elected the modified prospective
application method as permitted by SFAS 123R. Under this method, we record stock-based compensation expense for all awards
granted on or after the date of adoption and for the portion of previously granted awards that remained unvested at the date of
adoption. Our stock-based compensation relates to stock options, restricted stock awards, and other equity-based awards issued
to our employees and directors.

Fair Value of Financial Instruments: The fair value of our cash and cash equivalents, accounts receivable, accounts payable,
and accrued liabilities approximate their carrying values because of the short maturity of these instruments. Derivative financial
instruments are recorded at fair value. See Note 5 - “Indebtedness and Borrowing Facilities” for information related to the fair value of
our long-term debt.

Derivative Instruments and Hedging Activities: We recognize all derivative financial instruments in the consolidated financial
statements at fair value. Changes in the fair value of derivative financial instruments that qualify for hedge accounting are recorded in
stockholders’ equity as a component of comprehensive income or as an adjustment to the carrying value of the hedged item.
Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings.

We maintain internal controls over our hedging activities, which include policies and procedures for risk assessment and the
approval, reporting and monitoring of all derivative financial instrument activities. We monitor our hedging positions and credit
worthiness of our counter-parties and do not anticipate losses due to our counter-parties’ nonperformance. We do not hold or issue
derivative financial instruments for trading or speculative purposes. To qualify for hedge accounting, derivatives must meet defined
correlation and effectiveness criteria, be designated as a hedge and result in cash flows and financial statement effects that
substantially offset those of the position being hedged.

Foreign Currency Translation: The functional currency of substantially all operations outside the U.S. is the applicable local
currency. Translation gains or losses related to net assets located outside the United States are included as a component of
accumulated other comprehensive (loss) income and are classified in the stockholders’ equity section of the accompanying
Consolidated Balance Sheets.

Reclassifications: Certain amounts in the December 31, 2007 and 2006, financial statements have been reclassified to conform
with the December 31, 2008, presentation. These reclassifications had no effect on net income or total stockholders’ equity as
previously reported.

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Recently Issued Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair
value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. We adopted
SFAS 157 on January 1, 2008, as required for our financial assets and financial liabilities. However, the FASB deferred the effective
date of SFAS 157 for one year as it relates to fair value measurement requirements for nonfinancial assets and nonfinancial
liabilities that are not recognized or disclosed at fair value on a recurring basis. The adoption of SFAS 157 for our financial assets
and financial liabilities did not have a material impact on our consolidated financial statements. While we are currently evaluating
the impact of adopting the remaining provisions of SFAS No. 157, we do not expect these provisions to have a material impact on
our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS
159"). SFAS 159 permits entities to choose to measure certain financial instruments and other eligible items at fair value when the
items are not otherwise currently required to be measured at fair value. We adopted SFAS 159 effective January 1, 2008. Upon
adoption, we did not elect the fair value option for any items within the scope of SFAS 159 and, therefore, the adoption of SFAS 159
did not have an impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R
addresses the recognition and accounting for identifiable assets acquired, liabilities assumed, and noncontrolling interests in
business combinations. SFAS 141R also establishes expanded disclosure requirements for business combinations. SFAS 141R is
effective for us on January 1, 2009, and we will apply SFAS 141R prospectively to all business combinations subsequent to the
effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an
amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires that noncontrolling interests in subsidiaries be
reported in the equity section of the controlling company’s balance sheet. It also changes the manner in which the net income of
the subsidiary is reported and disclosed in the controlling company’s income statement. SFAS 160 is effective for fiscal years
beginning after December 15, 2008. We adopted SFAS 160 on January 1, 2009, and it had no impact on our consolidated financial
statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements of Statement 133 to
provide a better understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged
items are accounted for, and their effect on an entity’s financial position, financial performance, and cash flows. SFAS 161 is
effective for fiscal years beginning after November 15, 2008. We adopted SFAS 161 on January 1, 2009, but we do not expect it to
have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS
162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial
statements that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States. SFAS
162 became effective on November 15, 2008, but did not have a material impact on our consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash Upon Conversion.” This staff position will require us to separately account for the liability and equity components of
our convertible notes in a manner that reflects our nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. This staff position will require bifurcation of a component of the debt, classification of that component in equity
and then accretion of the resulting discount on the debt as part of interest expense being reflected in the income statement. This
staff position will be effective for fiscal years beginning after December 15, 2008, and we are required to adopt it in our first quarter of
2009. The staff position does not permit early application and requires retrospective application to all periods presented. See Note 5
– “Indebtedness and Borrowing Facilities” for further discussion of the effects of this staff position on our consolidated financial
statements.

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In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active.” This staff position clarifies the application of SFAS 157 in determining the fair values of assets
or liabilities in a market that is not active. This staff position became effective upon issuance, including prior periods for which
financial statements have not been issued. We have adopted this staff position for the consolidated financial statements contained
within this Form 10-K. The adoption did not result in a material impact to the consolidated financial statements.

NOTE 3 – SUPPLEMENTAL BALANCE SHEET DISCLOSURES

Accounts and Notes Receivable, Net: As of December 31, 2008 and 2007, we had the following accounts and notes receivable
outstanding in the accompanying Consolidated Balance Sheets:

December 31,
(In millions) 2008 2007
Receivables from vendors and service
providers, net $ 144.2 $ 156.9
Trade accounts receivable 68.6 62.1
Other receivables 30.6 39.5
Allowance for doubtful accounts (1.5) (2.5)
Accounts and notes receivable, net $ 241.9 $ 256.0

Receivables from vendors and service providers relate to earned marketing development funds, wireless activation commissions,
residual income, promotions and other rebates from our third-party service providers and product vendors, after taking into account
estimates for service providers’ customer deactivations and non-activations, which are factors in determining the amount of wireless
activation commissions and residual income earned.

The change in the allowance for doubtful accounts is as follows:


December 31,
(In millions) 2008 2007 2006
Balance at the beginning of the year $ 2.5 $ 2.5 $ 0.9
Provision for bad debts included in selling,
general and administrative expense 0.6 0.4 0.4
Uncollected receivables (written off)
recovered, net (1.6) (0.4) 1.2
Balance at the end of the year $ 1.5 $ 2.5 $ 2.5

Other Current Assets, Net:


December 31,
(In millions) 2008 2007
Deferred income taxes $ 63.9 $ 75.4
Other 35.1 20.3
Total other current assets, net $ 99.0 $ 95.7

Property, Plant and Equipment, Net:


December 31,
(In millions) 2008 2007
Land $ 2.7 $ 10.6
Buildings 55.0 55.0
Furniture, fixtures, equipment and
software 679.6 682.4
Leasehold improvements 358.6 367.7
Total PP&E 1,095.9 1,115.7
Less accumulated depreciation
and amortization (789.5) (798.6)
Property, plant and equipment, net $ 306.4 $ 317.1

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Other Assets, Net:


December 31,
(In millions) 2008 2007
Notes receivable $ 10.3 $ 14.1
Goodwill 36.7 2.9
Deferred income taxes 94.6 59.7
Intangibles -- 2.2
Other 43.5 26.8
Total other assets, net $ 185.1 $ 105.7

Accrued Expenses and Other Current Liabilities:


December 31,
(In millions) 2008 2007
Payroll and bonuses $ 50.3 $ 72.9
Insurance 84.2 83.4
Sales and payroll taxes 41.5 51.0
Rent 41.0 41.6
Advertising 31.7 38.0
Gift card liability 20.5 23.2
Other 98.1 83.4
Total accrued expenses and other
current liabilities $ 367.3 $ 393.5

Other Non-Current Liabilities:


December 31,
(In millions) 2008 2007
Deferred compensation $ 35.2 $ 39.2
Liability for unrecognized tax benefits 46.1 58.1
Other 15.2 26.4
Total other non-current liabilities $ 96.5 $ 123.7

NOTE 4 – ACQUISITIONS

RadioShack de Mexico: In December 2008, we acquired the remaining interest (slightly more than 50%) of our Mexican joint
venture - RadioShack de Mexico, S.A. de C.V. - with Grupo Gigante, S.A.B. de C.V. We now own 100% of this subsidiary which
consists of 200 RadioShack-branded stores and 14 dealers throughout Mexico. The purchase price was $44.7 million which
consisted of $42.0 million in cash paid and transaction costs, net of cash acquired, plus $2.7 million in assumed debt. The
acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, “Business
Combinations.” The purchase price allocation resulted in an excess of purchase price over net tangible assets acquired of $35.2
million, all of which was attributed to goodwill. The goodwill will not be subject to amortization for book purposes but rather an
annual test for impairment. The premium we paid in excess of the fair value of the net assets acquired was based on the
established business in Mexico and our ability to expand our business in Mexico and possibly other countries. The goodwill will not
be deductible for tax purposes. Results of the acquired business have been included in our operations from December 1, 2008, and
were immaterial.

Wireless Retail, Inc.: During the fourth quarter of fiscal year 2004, we acquired certain assets and assumed certain liabilities of
Wireless Retail, Inc. (“WRI”). These assets included wireless kiosks and inventory located within Sam’s Club retail locations. The
acquisition was accounted for using the purchase method of accounting as prescribed in SFAS No. 141. The total purchase price
was $59.6 million. The purchase price allocation resulted in an excess of purchase price over net tangible assets acquired of $50.7
million, $18.6 million of which was attributed to goodwill and $32.1 million which was attributed to a separately identified intangible
asset related to our contract with Sam’s Club. This intangible asset is being amortized over five years.

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As a result of continued company and wireless industry growth challenges, together with changes in our senior leadership team
during the third quarter of 2006 that resulted in a refocus on allocation of capital and resources towards other areas of our business,
we determined that our long-lived assets, including goodwill associated with our kiosk operations, were impaired. We performed
impairment tests on both the long-lived assets associated with our Sam’s Club agreement, including the intangible asset relating to
the five-year agreement, and the accompanying goodwill.

With respect to the long-lived tangible and intangible assets, we compared their carrying values with their estimated fair values
using a discounted cash flow model, which reflected our lowered expectations of wireless revenue growth and the ceased
expansion of our kiosk business, and determined that the intangible asset relating to the five-year agreement was impaired. This
assessment resulted in a $10.7 million impairment charge to the intangible asset related to our kiosk segment in 2006. The
remaining intangible balance is being amortized over the remaining life of the Sam’s Club agreement, which was originally
scheduled to expire in September 2009. The balance at December 31, 2008, was $2.1 million.

With respect to the goodwill of $18.6 million, we estimated the fair value of the Sam’s Club reporting unit using a discounted cash
flow model similar to that used in the long-lived asset impairment test. We compared it with the carrying value of the reporting unit
and determined that the goodwill was impaired. As the carrying value of the reporting unit exceeded its estimated fair value, we then
compared the implied fair value of the reporting unit's goodwill with the carrying amount of goodwill. This resulted in an $18.6 million
impairment of goodwill related to our kiosk segment in the third quarter of 2006.

NOTE 5 - INDEBTEDNESS AND BORROWING FACILITIES

Short-Term Debt, Including Current Maturities of Long-Term Debt:


December 31,
(In millions) 2008 2007
Short-term debt $ 39.3 56.2
Current portion of medium-term notes payable -- 5.0
Total short-term debt, including current maturities
of long-term debt $ 39.3 $ 61.2

Long-Term Debt, Excluding Current Maturities:


December 31,
(In millions) 2008 2007
Five year 2.5% unsecured convertible notes due in 2013 $ 375.0 $ --
Ten-year 7.375% unsecured note payable due in 2011 350.0 350.0
Medium-term unsecured notes payable with an
interest rate of 6.42% due in 2008 -- 5.0
Notes payable with interest rates at December 31, 2008
and 2007, of 1.95% and 4.35%, respectively, due in 2014 1.0 1.0
Unamortized debt discount and other costs (0.2) (1.3)
Fair value of interest rate swaps 6.7 (1.5)
732.5 353.2

Less current portion of:


Notes payable -- 5.0

Total long-term debt, excluding current maturities $ 732.5 $ 348.2

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Long-term borrowings outstanding at December 31, 2008, mature as follows:

Long-Term
(In millions) Borrowings
2009 $ --
2010 --
2011 350.0
2012 --
2013 375.0
2014 and thereafter 1.0
Total $ 726.0

The fair value of our long-term debt of $726.0 million and $356.0 million (including current portion) at December 31, 2008 and 2007,
was approximately $653.4 million and $358.8 million, respectively. The fair values for 2008 were based on quoted market prices.
The fair values for 2007 were computed using interest rates which were in effect at the balance sheet dates for similar debt
instruments.

Convertible Notes: In August 2008, we issued $375 million principal amount of convertible senior notes due August 1, 2013, (the
“Convertible Notes”) in a private offering to qualified institutional buyers under SEC Rule 144A. The Convertible Notes were issued at
par and bear interest at a rate of 2.50% per annum. Interest is payable semiannually, in arrears, on February 1 and August 1,
beginning February 1, 2009.

Each $1,000 of principal of the Convertible Notes is initially convertible, under certain circumstances, into 41.2414 shares of our
common stock (or a total of approximately 15.5 million shares), which is the equivalent of $24.25 per share, subject to adjustment
upon the occurrence of specified events set forth under terms of the Convertible Notes. Upon conversion, we would pay the holder
the cash value of the applicable number of shares of our common stock, up to the principal amount of the note. Amounts in excess
of the principal amount, if any, (the “excess conversion value”) may be paid in cash or in stock, at our option. Holders may convert
their Convertible Notes into common stock on the net settlement basis described above at any time from May 1, 2013, until the
close of business on July 29, 2013, or if, and only if, one of the following conditions occurs:

•During any calendar quarter, and only during such calendar quarter, if the closing price of our common stock for at least 20
trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter
exceeds 130% of the conversion price per share of common stock in effect on the last day of such preceding calendar
quarter
•During the five consecutive business days immediately after any 10 consecutive trading day period in which the average
trading price per $1,000 principal amount of Convertible Notes was less than 98% of the product of the closing price of the
common stock on such date and the conversion rate on such date
•We make specified distributions to holders of our common stock or specified corporate transactions occur

Holders who convert their Convertible Notes in connection with a change in control may be entitled to a make-whole premium in the
form of an increase in the conversion rate. In addition, upon a change in control, liquidation, dissolution or delisting, the holders of
the Convertible Notes may require us to repurchase for cash all or any portion of their Convertible Notes for 100% of the principal
amount of the notes plus accrued and unpaid interest, if any. As of December 31, 2008, none of the conditions allowing holders of
the Convertible Notes to convert or requiring us to repurchase the Convertible Notes had been met.

Debt issuance costs of $9.4 million were originally capitalized and are being amortized to interest expense over the term of the
Convertible Notes. Unamortized debt issuance costs were $8.7 million at December 31, 2008.

In connection with the issuance of the Convertible Notes, we entered into separate convertible note hedge transactions and
separate warrant transactions with respect to our common stock to reduce the potential dilution upon conversion of the Convertible
Notes (collectively referred to as the “Call Spread

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Transactions”). The convertible note hedges and warrants will generally have the effect of increasing the economic conversion price
of the Convertible Notes to $36.60 per share of our common stock, representing a 100% conversion premium based on the closing
price of our common stock on August 12, 2008. See Note 6 - “Stockholders’ Equity,” for more information on the Call Spread
Transactions.

Because the principal amount of the Convertible Notes will be settled in cash upon conversion, the Convertible Notes will only
impact diluted earnings per share when the price of our common stock exceeds the conversion price (initially $24.25 per share).
We will include the effect of the additional shares that may be issued from conversion in our diluted net income per share
calculation using the treasury stock method.

As discussed in Note 2, in May 2008 the FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion.” The staff position will require us to separately account for the liability
and equity components of the instrument in a manner that reflects our nonconvertible debt borrowing rate when interest cost is
recognized in subsequent periods. The staff position will be effective for fiscal years beginning after December 15, 2008. On January
1, 2009, as a result of adopting this staff position, we recorded an adjustment to reduce the carrying value of the debt and increase
additional paid-in capital by $73 million. Due to the accretion of the resulting discount on the debt, we will recognize additional
interest expense of $14 million for the year ended December 31, 2009.

For federal income tax purposes, the issuance of the Convertible Notes and the purchase of the convertible note hedges are treated
as a single transaction whereby we are considered to have issued debt with an original issue discount. The amortization of this
discount in future periods is deductible for tax purposes. Therefore, upon issuance of the debt, we recorded an adjustment to
increase our deferred tax assets and additional paid-in capital by $33.5 million for these future tax deductions. Upon adoption of
FASB Staff Position No. APB 14-1 in the first quarter of 2009, this deferred tax asset was substantially reduced because the
increased interest expense recognized for book purposes more closely aligns with the above tax treatment.

Long-Term Notes: On May 11, 2001, we issued $350 million of 10-year 7.375% notes in a private offering to qualified institutional
buyers under SEC Rule 144A. The annual interest rate on the notes is 7.375% per annum with interest payable on November 15
and May 15 of each year. The notes contain certain non-financial covenants and mature on May 15, 2011. In August 2001, under
the terms of an exchange offering filed with the SEC, we exchanged substantially all of these notes for a similar amount of publicly
registered notes. The exchange resulted in substantially all of the notes becoming registered with the SEC and did not result in
additional debt being issued.

In June and August 2003, we entered into interest rate swap agreements with underlying notional amounts of debt of $100 million
and $50 million, respectively, and both with maturities in May 2011. These swaps effectively convert a portion of our long-term fixed
rate debt to a variable rate. We entered into these agreements to balance our fixed versus floating rate debt portfolio to continue to
take advantage of lower short-term interest rates. Under these agreements, we have contracted to pay a variable rate of LIBOR plus
a markup and to receive a fixed rate of 6.95% for the swap entered into in 2001 and 7.375% for the swaps entered into in 2003. We
have designated these agreements as fair value hedging instruments. We recorded $6.7 million in other non-current assets, net at
December 31, 2008, and $1.5 million in other non-current liabilities at December 31, 2007, for the fair value of these agreements
and adjusted the carrying value of the related debt by the same amounts.

In August 1997 we filed a $300 million debt shelf registration statement and issued $150 million of 10-year unsecured long-term
notes under this shelf registration. The interest rate on the notes was 6.95% per annum with interest payable on September 1 and
March 1 of each year. These notes contained customary non-financial covenants. In September 2007, our $150 million ten-year
unsecured note payable came due. Upon maturity, we paid off the $150 million note payable utilizing our available cash and cash
equivalents. During the third quarter of 2001, we entered into an interest rate swap agreement with an underlying notional amount of
$110.5 million. This interest rate swap agreement expired in conjunction with the maturity of the note payable.

Medium-Term Notes: We also issued, in various amounts and on various dates from December 1997 through September 1999,
medium-term notes totaling $150 million under the shelf registration described

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above. At December 31, 2007, $5 million of these notes remained outstanding with an interest rate of 6.42%; they contained
customary non-financial covenants. As of December 31, 2007, there was no availability under this shelf registration. In January
2008, the remaining $5 million of the medium-term notes payable came due, and was paid off utilizing our available cash and cash
equivalents.

Short-Term Borrowing Facilities:


Year Ended December 31,
(In millions) 2008 2007 2006
Domestic seasonal bank credit lines and
bank money market lines:
Lines available at year end $ 325.0 $ 625.0 $ 675.0
Loans outstanding at year end -- -- --
Weighted average interest rate at year end -- -- --
Weighted average loans outstanding $ -- $ -- $ --
Weighted average interest rate during year -- -- --

Short-term foreign credit lines:


Lines available at year end $ 2.0 $ 8.0 $ 8.0
Loans outstanding at year end $ -- $ -- $ --
Weighted average interest rate at year end -- -- --
Weighted average loans outstanding $ -- $ 0.9 $ 0.2
Weighted average interest rate during year --% 4.88% 5.02%

Letters of credit and banker’s acceptance lines


of credit:
Lines available at year end $ 25.0 $ 57.0 $ 92.0
Acceptances outstanding at year end 1.0 0.3 4.8
Letters of credit open against outstanding
purchase orders at year end $ 0.4 $ 2.0 $ 15.6

Commercial paper credit facilities:


Commercial paper outstanding at year end N/A N/A $ --
Weighted average interest rate at year end N/A N/A --
Weighted average commercial paper
outstanding N/A N/A $ 35.2
Weighted average interest rate during year N/A N/A 5.50%

Our short-term credit facilities, including revolving credit lines, are summarized in the short-term borrowing facilities table above. The
method used to compute averages in the short-term borrowing facilities table is based on a daily weighted average computation that
takes into consideration the time period such debt was outstanding, as well as the amount outstanding. Our financing, primarily
short-term debt, if utilized, would consist primarily of borrowings under our credit facilities, which is described in more detail below.

Credit Facilities: At December 31, 2008, we had $325 million borrowing capacity available under our existing credit facility. This
facility expires in May of 2011.

On September 11, 2008, we terminated our $300 million credit facility which was set to expire in June of 2009. This facility was no
longer required due to the issuance of our Convertible Notes.

Our $325 million credit facility provides us a source of liquidity. As of December 31, 2008, there were no outstanding borrowings
under this credit facility, nor were any of our facilities utilized during 2008. Interest charges under our facilities are derived using a
base LIBOR rate plus a margin which changes based on our credit ratings. Our bank syndicated credit facilities have customary
terms and covenants, and we were in compliance with these covenants at December 31, 2008.

NOTE 6 - STOCKHOLDERS’ EQUITY

Stock Repurchase Programs: In February 2005, our Board of Directors approved a share repurchase program with no expiration
date authorizing management to repurchase up to $250 million of our common

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stock in open market purchases. During 2008, we repurchased approximately 0.1 million shares or $1.4 million of our common
stock under this plan. As of December 31, 2008, there were no further share repurchases authorized under this plan.

In July 2008, our Board of Directors approved a share repurchase program with no expiration date authorizing management to
repurchase up to $200 million of our common stock. During the third quarter of 2008, we repurchased 6.0 million shares or $110.0
million of our common stock under this plan. As of December 31, 2008, there was $90.0 million available for share repurchases
under this plan.

Dividends Declared: We declared dividends of $0.25 for each of the years 2008, 2007 and 2006, respectively, which were paid
annually in December.

Call Spread Transactions: In connection with the issuance of the 2013 Convertible Notes (see Note 5 - "Indebtedness and
Borrowing Facilities"), we entered into separate convertible note hedge transactions and separate warrant transactions related to
our common stock with Citi and Bank of America to reduce the potential dilution upon conversion of the Convertible Notes.

Under the terms of the convertible note hedge arrangements (the “Convertible Note Hedges”), we paid $86.3 million for a forward
purchase option contract under which we are entitled to purchase a fixed number of shares of our common stock at a price per
share of $24.25. In the event of the conversion of the Convertible Notes, this forward purchase option contract allows us to
purchase, at a fixed price equal to the implicit conversion price of common shares issued under the Convertible Notes, a number of
common shares equal to the common shares that we issue to a note holder upon conversion. Settlement terms of this forward
purchase option allow us to elect cash or share settlement based on the settlement option we choose in settling the conversion
feature of the Convertible Notes. The Convertible Note Hedges expire on August 1, 2013.

Also concurrent with the issuance of the 2013 Convertible Notes, we sold warrants (the “Warrants”) permitting the purchasers to
acquire shares of our common stock. The Warrants are currently exercisable for 15.5 million shares of RadioShack common stock
at a current exercise price of $36.60 per share. We received $39.9 million in proceeds for the sale of the Warrants. The Warrants
may be settled at various dates in November 2013 through March 2014. The warrants provide for net share settlement. In no event
shall we be required to deliver a number of shares in connection with the transaction in excess of twice the aggregate number of
warrants.

We determined that the Convertible Note Hedges and Warrants meet the requirements of Emerging Issues Task Force Issue No.
00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company's Own Stock," and other
relevant literature and, therefore, are classified as equity transactions. As a result, we recorded the purchase of the Convertible
Note Hedges as a reduction in additional paid-in capital and the proceeds of the Warrants as an increase to additional paid-in
capital in the Consolidated Balance Sheets, and we will not recognize subsequent changes in the fair value of the agreements in
the financial statements.

In accordance with SFAS 128, the Warrants will have no impact on diluted net income per share until our common stock price
exceeds the per share strike price of $36.60 for the Warrants. We will include the effect of additional shares that may be issued
upon exercise of the Warrants using the treasury stock method. The Convertible Note Hedges are antidilutive and, therefore, will
have no impact on diluted net income per share.

NOTE 7 – STOCK-BASED INCENTIVE PLANS

We have implemented several plans to award employees with stock-based compensation, which are described below.

Stock Option Plans: Under the Incentive Stock Plans (“ISPs”) described below, the exercise price of options must be equal to or
greater than the fair market value of a share of our common stock on the date of grant. The Management Development and
Compensation Committee (“MD&C”) of our Board of Directors specifies the terms for grants of options under these ISPs; terms of
these options may not exceed ten years. Grants of options generally vest over three years and grants typically have a term of seven
or ten years. Option agreements issued under the ISPs generally provide that, in the event of a change in control, all options

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become immediately and fully exercisable. Repricing or exchanging options for lower priced options is not permitted under the ISPs
without shareholder approval.

A brief description of each of our incentive stock plans with unexercised options still outstanding is described below:

1993 Incentive Stock Plan (“1993 ISP”): The 1993 ISP permitted the grant of up to 12.0 million shares in the form of incentive
stock options (“ISOs”), non-qualified stock options (options which are not ISOs) (“NQs”) and restricted stock. The 1993 ISP
expired March 28, 2003, and no further grants are allowed under this plan.

1997 Incentive Stock Plan (“1997 ISP”): The 1997 ISP permitted the grant of up to 11.0 million shares in the form of ISOs,
NQs and restricted stock. The 1997 ISP expired on February 27, 2007, and no further grants are allowed under this plan.

1999 Incentive Stock Plan (“1999 ISP”): The 1999 ISP permits the grant of up to 9.5 million shares in the form of NQs.
Grants of restricted stock, performance awards and options intended to qualify as ISO’s under the Internal Revenue Code are
not authorized under this plan. The 1999 ISP also permits directors to elect to receive shares in lieu of cash payments for their
annual retainer fees and board and committee meeting fees. This plan expired on February 23, 2009. There were 3.4 million
shares available on December 31, 2008, for grants under the 1999 ISP.

2001 Incentive Stock Plan (“2001 ISP”): The 2001 ISP permits the grant of up to 9.2 million shares in the form of ISOs and
NQs. The 2001 ISP also permits directors to elect to receive shares in lieu of cash payments for their annual retainer fees and
board and committee meeting fees. This plan expires on May 31, 2011. There were 4.9 million shares available on December
31, 2008, for grants under the 2001 ISP.

During the third quarter of 2006, we granted 1.7 million options under the 1997, 1999 and 2001 ISPs to our chief executive officer
and chief financial officer which vest over four years from the date of grant with a term of seven years. We also granted 2.5 million
non-plan options to our chief executive officer as part of an inducement grant related to the terms of his employment. These options
vest over four years from the date of grant with a term of seven years. An additional market condition is attached to 2.0 million of
these non-plan options that restricts exercise until certain stock price hurdles are achieved. The market condition was met in 2007,
and all stock price hurdles were achieved.

The fair value of the stock options granted during the years ended December 31, 2008, 2007 and 2006, was estimated using the
Black-Scholes-Merton option-pricing model, except for the fair market value of the two million performance options granted to our
chief executive officer during the third quarter of 2006, which were valued utilizing a lattice model with Monte Carlo simulations. The
Black-Scholes-Merton and lattice models require the use of highly subjective assumptions. The following table lists the
assumptions used in calculating the fair value of stock options granted during each year:

Valuation Assumptions(1) 2008 2007 2006

Risk free interest rate(2) 2.8% 4.2% 5.0%


Expected dividend yield 1.0% 1.0% 1.2%
Expected stock price volatility(3) 40.49% 32.7% 33.1%
Expected life of stock options (in years)(4) 4.6 4.6 4.9

(1)
Forfeitures are estimated using historical experience and projected employee turnover.
(2)
Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of our stock options.
(3)
We consider both the historical volatility of our stock price as well as implied volatilities from exchange-traded options on our stock.
(4)
We estimate the expected life of stock options based upon historical experience.

The weighted-average fair values of options granted during fiscal years 2008, 2007 and 2006, were $6.33, $6.99 and $4.92,
respectively.

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Information with respect to stock options activity under the above plans is as follows:

Weighted Remaining Aggregate


Shares Average Contractual Intrinsic
(In Exercise Life Value
thousands) Price (in years) (in millions)
Outstanding at January 1, 2008 15,402 $ 29.31
Grants 855 18.17
Exercised -- --
Forfeited (2,431) 35.77
Expired (1,207) 28.14
Outstanding at December 31, 2008 12,619 $ 27.43 3.1 $ --

Exercisable at December 31, 2008 9,572 $ 31.11 2.4 $ --

The compensation cost charged against income for stock-based compensation plans was $12.8 million, $12.7 million and $20.2
million in 2008, 2007 and 2006, respectively. The total income tax benefit recognized for these stock-based compensation plans
was $3.4 million, $2.6 million and $6.4 million in 2008, 2007 and 2006, respectively.

The aggregate intrinsic value of options exercised under our stock option plans was zero, $22.9 million and $0.9 million for 2008,
2007 and 2006, respectively. The aggregate intrinsic value is the amount by which the market price of our common stock on the
date of exercise exceeded the exercise price of the option.

The following table summarizes information concerning currently outstanding and exercisable options of our common stock:

(Share amounts
in thousands) Options Outstanding Options Exercisable
Weighted
Average
Shares Remaining Weighted Shares Weighted
Range of Outstanding Contractual Life Average Exercisable Average
Exercise Prices at Dec. 31, 2008 (in years) Exercise Price at Dec. 31, 2008 Exercise Price
$ 13.82 - 13.82 4,000 4.5 $ 13.82 2,200 $ 13.82
14.71 - 28.02 2,711 4.0 20.89 1,464 22.66
29.35 - 35.08 1,814 2.0 31.34 1,814 31.34
38.35 - 38.35 1,860 2.2 38.35 1,860 38.35
39.03 - 60.16 2,234 1.0 47.44 2,234 47.44
$ 13.82 - 60.16 12,619 3.1 $ 27.43 9,572 $ 31.11

The number of exercisable shares outstanding at December 31, 2008, 2007 and 2006, was 9.6 million, 11.4 million and 15.9 million,
respectively.

At December 31, 2008, there was $7.6 million of unrecognized compensation expense related to the unvested portion of our stock
options that is expected to be recognized over a weighted average period of 1.0 years. The total fair value of stock options vested
was $8.5 million, $14.1 million and $19.3 million in 2008, 2007 and 2006, respectively.

Restricted Stock Plan: The 2007 Restricted Stock Plan (“2007 RSP”) permits the grant of up to 0.5 million shares of restricted
stock to selected officers of the company, as determined by the MD&C. The 2007 RSP has a five-year term and will expire on May
31, 2012. Restricted stock awards are valued at the market price of a share of our common stock on the date of grant. We granted
approximately 158,000, 132,500 and 103,000 shares of restricted stock in 2008, 2007 and 2006, respectively, under the 1997 ISP,
1999 ISP and the 2007 RSP. In general, these awards vest at the end of a three-year period from the date of grant and are
expensed on a straight-line basis over that period, which is considered to be the requisite service period. This expense totaled $1.5
million, $0.9 million and $0.2 million for the years ended December 31, 2008, 2007 and 2006, respectively. As of December 31,
2008, there were approximately 193,000 shares

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of restricted stock outstanding under the 1997 ISP and 2007 RSP, and there were 346,500 shares of restricted stock available for
grant under the 2007 RSP.

Deferred Stock Units: In 2004, the stockholders approved the RadioShack 2004 Deferred Stock Unit Plan for Non-Employee
Directors (“Deferred Plan”). The Deferred Plan replaced the one-time and annual stock option grants to non-employee directors
(“Directors”) as specified in the 1997, 1999 and 2001 ISPs. New Directors received a one-time grant of 5,000 deferred stock units
(“Units”) on the date they attend their first Board meeting. The Deferred Plan also specified that each Director who has served one
year or more as of June 1 of any year will automatically be granted 3,500 Units on the first business day of June of each year in
which he or she serves as a Director.

In February 2007, the board of directors amended the Deferred Plan to provide that, in lieu of the original amounts described above,
each non-employee director now receives a one-time initial grant of units equal to the number of shares of our common stock that
represent a fair market value of $150,000 on the grant date, and an annual grant of units equal to the number of shares of our
common stock that represent a fair market value of $105,000 on the annual grant date.

Under the Deferred Plan, one-third of the Units vest annually over three years from the date of grant. Vesting may be accelerated
under certain circumstances. At termination of service, death, disability or change in control of RadioShack, Directors will receive
shares of common stock equal to the number of vested Units. Directors may receive these shares in a lump sum or they may defer
receipt of these shares in equal installments over a period of up to ten years. We granted 62,600, 30,300 and 36,600 Units in 2008,
2007 and 2006, respectively. There were 175,656 Units outstanding and 783,747 Units available for grant at December 31, 2008.

NOTE 8 – EMPLOYEE BENEFIT PLANS

The following benefit plans were in place during the periods covered by the financial statements

Deferred Compensation Plans: The Executive Deferred Compensation Plan (“EDCP”) and the Executive Deferred Stock Plan
(“EDSP”) became effective in April of 1998 and permitted employees to defer portions of their base salary, bonuses, and delivery of
any restricted stock or stock acquired under a non-qualified stock option exercise that would otherwise vest.

Employee deferrals and employer contributions to the EDCP and EDSP were discontinued effective January 1, 2007, and any
unvested matching company contributions remaining as of December 31, 2006, were immediately vested. All account balances,
including matching company contributions, under these plans were distributed in the first quarter of 2007. Accruals related to these
plans were recorded as a current liability in our Consolidated Balance Sheets, totaling $27.8 million at December 31, 2006, and
were eliminated upon distribution during the first half of 2007.

RadioShack Investment Plan: Effective June 30, 2006, the Investment Plan was suspended and all shares held by the Investment
Plan were distributed in August 2006. As of December 31, 2008, the Investment Plan did not hold any assets nor have any
employee participants. Our last contributions to the Investment Plan amounted to $5.6 million in 2006.

RadioShack 401(k) Plan: The RadioShack 401(k) Plan (“401(k) Plan”), a defined contribution plan, was amended on July 1, 2006,
and, as amended, allows a participant to defer, via payroll deductions, from 1% to 75% of their annual compensation, limited to
certain annual maximums set by the Internal Revenue Code. The amended 401(k) Plan also presently provides that our contribution
to each participant’s account maintained under the 401(k) Plan be an amount equal to 100% of the participant’s contributions up to
4% of their annual compensation. This percentage contribution made by us is discretionary and may change in the future. Our
contributions go directly to the 401(k) Plan and are made in cash and invested in an age appropriate retirement fund for each
participant; however, participants may immediately reinvest our contribution into other investment alternatives provided by the 401(k)
Plan.

(In millions) 2008 2007 2006


401(k) company
contribution $ 7.2 $ 8.0 $ 6.3

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Supplemental Executive Retirement Plan: Prior to January 1, 2006, certain officers of the Company were participants in
RadioShack’s Salary Continuation Plan (“SCP”) or its Deferred Compensation Plan (“DCP” and, together with the SCP, the “Plans”),
which provided a defined benefit to be paid out over a ten-year period upon retirement between the ages of 55 and 70. Participation
in the Plans and the benefit payments were based solely on the MD&C’s discretion and approval, and the benefit payments did not
bear any relationship to a participant’s present compensation, final compensation or years of service. We accrued benefit payments
earned based on the provisions set forth by the MD&C for each individual person. Based on the method by which the Plans were
administered and because there was not a specific plan governing the benefit payment calculation, the accounting and disclosure
provisions of SFAS No. 87, “Employers’ Accounting for Pensions,” were not previously required.

The Company adopted an unfunded Supplemental Executive Retirement Plan (“SERP”) effective January 1, 2006, for selected
officers of the Company. Upon retirement at age 55 years or older, participants in the SERP are eligible to receive, for ten years, an
annual amount equal to a percentage of the average of their five highest consecutive years of compensation (base salary and
bonus), to be paid in 120 monthly installments. The amount of the percentage increases by 2 ½% for each year of participation in
the SERP, up to a maximum of 50%.

To be a participant in the SERP, officers who were participants in the SCP or DCP had to withdraw from the applicable plan and
would then only receive benefits under the SERP. These benefits are calculated under the SERP using a formula that calculates
the benefit under each plan (SERP, SCP or DCP) and pays the participant the highest dollar benefit.

If a SERP participant terminates employment due to retirement or disability between the ages of 55 and 70, the participant is
entitled to their normal vested SERP benefit, paid in 120 equal monthly payments.

Based on the effective date of the SERP of January 1, 2006, fiscal year 2006 was the initial year in which an actuarial valuation was
performed. The projected benefit obligation at the beginning of 2006 represents the actuarial valuation that was performed as of
January 1, 2006, based on the information and assumptions developed at that time. Participants in the SERP as of January 1,
2006, were given credit for prior service as an officer. Therefore, this service credit generated prior service costs that are not required
to be immediately recognized, but that are amortized for purposes of the net periodic benefit cost calculation over the estimated
average remaining service period for active employee participants.

In accordance with SFAS 158, we use the last day of our fiscal year as the measurement date for determining SERP obligations
and conduct an actuarial valuation at that date. The change in benefit obligation, plan assets, and funded status for 2008 and 2007
are as follows:

Year Ended
December 31,
(In millions) 2008 2007
Change in benefit obligation:
Benefit obligation at beginning of year $ 30.7 $ 34.4
Service cost – benefits earned during the year 0.6 0.7
Interest cost on projected benefit obligation 1.6 1.9
Curtailments -- (1.5)
Actuarial loss (gain) (1.1) 0.5
Benefits paid (5.3) (5.3)
Benefit obligation at end of year 26.5 30.7

Change in plan assets:


Fair value of plan assets at beginning of year -- --
Employer contribution 5.3 5.3
Benefits paid (5.3) (5.3)
Fair value of plan assets at end of year -- --

Underfunded status $ (26.5) $ (30.7)

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The accumulated benefit obligation was $25.7 million and $29.8 million at December 31, 2008 and 2007, respectively. As a result of
corporate and field cost reductions, several officers were terminated during 2007 resulting in curtailments of $1.5 million.

Amounts recognized as liabilities in the Consolidated Balance Sheets consist of:

December 31,
(In millions) 2008 2007
Accrued expenses and other current liabilities $ 5.1 $ 5.1
Other non-current liabilities 21.4 25.6
Net amount recognized $ 26.5 $ 30.7

The cost of the SERP defined benefit plan included the following components for the last three years:

(In millions) 2008 2007 2006


Service cost – benefits earned during the year $ 0.6 $ 0.7 $ 1.3
Interest cost on projected benefit obligation 1.6 1.9 2.0
Amortization of prior service cost 0.1 0.2 0.3
Charge (benefit) due to curtailments -- (0.7) 0.2
Net periodic benefit cost $ 2.3 $ 2.1 $ 3.8

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss (pre-tax) included prior
service cost of $0.9 million and $1.1 million at December 31, 2008 and 2007, respectively, and an actuarial gain of $1.1 million at
December 31, 2008. The amount of prior service cost that will be amortized from accumulated other comprehensive income into net
periodic benefit cost in 2009 is estimated to be $0.1 million.

Assumptions used to determine benefit obligations at December 31, were as follows:

2008 2007 2006


Discount rate 5.9% 5.7% 5.9%
Rate of compensation increase 3.5% 3.5% 3.5%

Actuarial assumptions used to determine net periodic benefit cost for the years ended December 31, were as follows:

2008 2007 2006


Discount rate 5.7% 5.9% 5.5%
Rate of compensation increase 3.5% 3.5% 3.5%

We base our discount rate on the rates of return available on high-quality bonds with maturities approximating the expected period
over which the pension benefits will be paid. The rate of compensation increase is based on historical and expected increases.

As the SERP is an unfunded plan, benefit payments are made from the general assets of RadioShack. The expected future benefit
payments based upon the assumptions described above and including benefits attributable to future employee service for the
following periods are as follows:

(In millions)
2009 $ 5.2
2010 4.9
2011 4.1
2012 3.4
2013 3.4
2014 through 2017 8.3

In 2009, we expect to make contributions to the plan of $5.2 million in the form of benefit payments.

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NOTE 9 - INCOME TAXES

The following is a reconciliation of the federal statutory income tax rate to our income tax expense:

Year Ended December 31,


(In millions) 2008 2007 2006
Components of income from
continuing operations:
United States $ 294.4 $ 357.4 $ 115.5
Foreign 9.9 9.2 (4.1)
Income before income taxes 304.3 366.6 111.4
Statutory tax rate x 35.0% x 35.0% x 35.0%
Federal income tax expense at statutory rate 106.5 128.3 39.0
State income taxes, net of federal benefit 8.5 9.2 2.9
Unrecognized tax benefits 2.3 (2.5) --
Other, net (5.4) (5.2) (3.9)
Total income tax expense $ 111.9 $ 129.8 $ 38.0

Effective tax rate 36.8% 35.4% 34.1%

The components of income tax expense were as follows:

Year Ended December 31,


(In millions) 2008 2007 2006
Current:
Federal $ 92.2 $ 99.3 $ 60.6
State 14.0 13.0 7.2
Foreign (7.8) 1.0 2.5
98.4 113.3 70.3

Deferred:
Federal 10.4 12.4 (29.6)
State 3.1 4.1 (2.7)
13.5 16.5 (32.3)

Income tax expense $ 111.9 $ 129.8 $ 38.0

The tax effect of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:

December 31,
(In millions) 2008 2007
Deferred tax assets:
Insurance reserves $ 20.4 $ 21.0
Deferred compensation 14.0 15.4
Deferred revenue 12.3 10.9
Accrued average rent 10.6 11.7
Depreciation and amortization 27.3 28.1
Indirect effect of unrecognized tax benefits 15.7 18.7
Convertible debt original issue discount 31.4 --
Other 40.6 44.4
Total deferred tax assets 172.3 150.2
Deferred tax liabilities:
Deferred taxes on foreign operations 3.6 4.3
Other 10.2 10.8
Total deferred tax liabilities 13.8 15.1
Net deferred tax assets $ 158.5 $ 135.1

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Deferred tax assets and liabilities were included in the consolidated balance sheets as follows:

December 31,
(In millions) 2008 2007
Other current assets $ 63.9 $ 75.4
Other non-current assets 94.6 59.7
Net deferred tax assets $ 158.5 $ 135.1

We anticipate that we will generate sufficient pre-tax income in the future to realize the full benefit of U.S. deferred tax assets
related to future deductible amounts. Accordingly, a valuation allowance was not required at December 31, 2008 or 2007. We have
not recorded deferred U.S. income taxes or foreign withholding taxes on temporary differences resulting from earnings for certain
foreign subsidiaries which are considered permanently invested outside the United States. The cumulative amount of these earnings
and the amount of the unrecognized deferred tax liability related to these earnings was not material to the financial statements.

We adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (“FIN 48”) effective January
1, 2007. As a result of the implementation of FIN 48, we recognized a $7.2 million net decrease in unrecognized tax benefits with a
corresponding increase in retained earnings. The total effect at the time of adoption was a $19.8 million increase in our non-current
deferred tax assets, a $53.0 million decrease in income tax payable to reclassify unrecognized tax benefits to non-current
liabilities, a $65.6 million increase in our non-current liabilities representing the liability for unrecognized tax benefits and accrued
interest, and the previously mentioned $7.2 million increase to retained earnings. As of January 1, 2007, after the implementation of
FIN 48, our unrecognized tax benefits, exclusive of accrued interest, were $49.0 million.

A reconciliation of the consolidated liability for gross unrecognized income tax benefits (excluding interest) from January 1, 2007, to
December 31, 2008, is as follows:

(In millions) 2008 2007


Balance at beginning of year $ 45.6 $ 49.0
Increases related to prior period tax positions 1.5 3.8
Decreases related to prior period tax positions (2.8) --
Increases related to current period tax positions 4.6 3.9
Settlements (8.8) (1.7)
Lapse in applicable statute of limitations (2.0) (9.4)
Balance at end of year $ 38.1 $ 45.6

The amounts of net unrecognized tax benefits that, if recognized, would impact the effective tax rate as of December 31, 2008 and
2007, were $27.8 million and $32.8 million, respectively.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December
31, 2008 and 2007, we had $13.9 million and $14.8 million of accrued interest expense associated with uncertain tax positions,
respectively. Income tax expense for the periods ended December 31, 2008 and 2007, included interest of $5.5 million and $4.2
million, respectively, associated with uncertain tax positions.

On June 30, 2007, the statute of limitations expired for the taxable years ended in 1998 through 2001, resulting in the recognition of
approximately $10.0 million in tax benefits, which consisted of $7.7 million of previously unrecognized tax benefits and $4.0 million
of accrued interest, net of $1.7 million of deferred tax assets. On October 31, 2008, the statute of limitations expired for the 2002
taxable year, resulting in the recognition of approximately $1.7 million in tax benefits, which consisted of $1.1 million in previously
unrecognized tax benefits and $1.0 million of accrued interest, net of $0.4 million of deferred tax assets. During 2008, we also
executed a closing agreement with a state taxing authority in connection with the examination of our state income tax returns for
taxable years 2000 through 2006, resulting in an additional payment of $11.9 million and the recognition of approximately $1.2
million in tax benefits. These tax benefits consisted of $1.6 million and $0.3 million of previously unrecognized tax benefits and
accrued interest, respectively, and were partially reduced by the reversal of $0.7 million of deferred tax assets.

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We expect approximately $4.1 million of changes in unrecognized tax benefit liabilities over the next 12 months and this amount is
classified in other current liabilities on the Consolidated Balance Sheets as of December 31, 2008. The remaining amount of our
unrecognized tax benefit liabilities are now classified in other non-current liabilities.

RadioShack Corporation and its U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. The U.S. federal
statute of limitations is closed for all years prior to 2004. Foreign and U.S. state jurisdictions have statutes of limitations generally
ranging from 3 to 5 years. Our tax returns are currently under examination in various federal, state and foreign jurisdictions. While
one or more of these examinations may be concluded within the next twelve months, we do not expect this to have a significant
impact on our results of operations or financial position. Our effective tax rate for future periods may be affected by the settlement of
tax controversies or by the expiration of the statute of limitations for periods for which a liability has been established in accordance
with FIN 48.

NOTE 10 –NET INCOME PER SHARE

Basic net income per share is computed based only on the weighted average number of common shares outstanding for each
period presented. Diluted net income per share reflects the potential dilution that would have occurred if securities or other
contracts to issue common stock were exercised, converted, or resulted in the issuance of common stock that would have then
shared in the earnings of the entity. The following table reconciles the numerator and denominator used in the basic and diluted
earnings per share calculations for the years ended 2008, 2007 and 2006.

(In millions, except per share amounts) 2008 2007 2006

Numerator:
Net income $ 192.4 $ 236.8 $ 73.4

Denominator:
Weighted-average common shares
outstanding 129.0 134.6 136.2
Dilutive effect of share based awards 0.1 1.3 --
Weighted average shares for diluted
net income per share 129.1 135.9 136.2

Basic net income per share $ 1.49 $ 1.76 $ 0.54

Diluted net income per share $ 1.49 $ 1.74 $ 0.54

Weighted-average shares for diluted net income per share exclude the effect of approximately 8.6 million options and 15.5 million
warrants to purchase shares of common stock in 2008, 9.5 million options in 2007, and 17.1 million options in 2006 because the
exercise prices exceeded the average market price of our common stock during these years, and the effect of their inclusion would
be antidilutive.

Weighted-average shares for diluted net income per share exclude the effect of approximately 15.5 million shares that underlie our
convertible debt instruments in 2008 because the conversion price exceeded the average market price of our common stock during
the year, and the effect of their inclusion would be antidilutive. These securities could be dilutive in future periods.

NOTE 11 – FAIR VALUE MEASUREMENTS

We adopted SFAS No. 157, “Fair Value Measurements,” on January 1, 2008, for our financial assets and financial liabilities. SFAS
157 defines fair value, provides guidance for measuring fair value and requires certain disclosures. SFAS 157 discusses valuation
techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash
flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair
value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

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The following is a brief description of those three levels:


•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities
•Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these
include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions

The following table summarizes the bases used to measure certain financial assets and financial liabilities at fair value on a
recurring basis in the balance sheet:
Basis of Fair Value Measurements
Quoted Prices Significant
In Active Other Significant
Balance at Markets for Observable Unobservable
December 31, Identical Items Inputs Inputs
(In millions) 2008 (Level 1) (Level 2) (Level 3)

Interest rate swap derivative financial


instruments (part of other non-current
assets) $ 6.7 -- $ 6.7 --

Sirius XM Radio Inc. warrants


(part of other current assets) -- -- 0.0 --

Our interest rate swap agreements effectively convert a portion of our long-term fixed rate debt to a short-term variable rate. Under
these agreements, we pay a variable rate of LIBOR plus a markup and receive a fixed rate. The fair value of these interest rate
derivatives is based on quotes to offset these swaps from a commercial bank that was ready to transact and, therefore, the interest
rate derivatives are considered a level 2 item.

In 2006 and 2005, we earned warrants to purchase 2 million and 4 million shares, respectively, of Sirius XM Radio Inc. (“Sirius”)
stock at an exercise price of $5.00 per share. We measure the fair value of these warrants based on publicly traded call options for
Sirius stock with similar terms and, therefore, the warrants are considered a level 2 item. At December 31, 2008, these warrants
were valued at zero.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Lease Commitments: We lease rather than own most of our facilities. Our lease agreements expire at various dates through
January 2019. Some of these leases are subject to renewal options and provide for the payment of taxes, insurance and
maintenance. Our retail locations comprise the largest portion of our leased facilities. These locations are primarily in major
shopping malls and shopping centers owned by other companies. Some leases are based on a minimum rental plus a percentage
of the store's sales in excess of a stipulated base figure (contingent rent). Certain leases contain escalation clauses. We also
lease distribution centers and our corporate campus. Additionally, we lease automobiles and information systems equipment.

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Future minimum rent commitments at December 31, 2008, under non-cancelable operating leases (net of immaterial amounts of
sublease rent income), are included in the following table.

Operating
(In millions) Leases
2009 $ 193.5
2010 166.2
2011 117.0
2012 73.2
2013 41.9
2014 and thereafter 48.5
Total minimum lease payments $ 640.3

On June 25, 2008, Tarrant County College District (“TCC”) announced that it had purchased from Kan Am Grund
Kapitalanlagegesellschaft mbH (“Kan Am”) the buildings and real property comprising our corporate headquarters in Fort Worth,
Texas, which we had previously sold to Kan Am and then leased for a period of 20 years in a sale and lease-back transaction in
December 2005.

In connection with the above sale to TCC, we entered into an agreement with TCC to convey certain personal property located in the
corporate headquarters and certain real property located in close proximity to the corporate headquarters in exchange for an
amended and restated lease to occupy a reduced portion of the corporate headquarters for a shorter time period. The amended and
restated lease agreement provides for us to occupy approximately 40% of the corporate headquarters complex for a primary term of
three years with no rental payments required during the term. The agreement also provides for a renewal option on approximately
half of this space for an additional two years at market rents.

This agreement resulted in a non-cash net charge to SG&A of $12.1 million for the second quarter of 2008. This net amount
consisted of a net loss of $2.8 million related to the assets conveyed to TCC and a $9.3 million charge to reduce a receivable for
economic development incentives associated with the corporate headquarters to its net realizable value. As a result of the
amended and restated lease agreement, the minimum lease payments required by the corporate headquarters lease have
decreased from $289.7 million at December 31, 2007, to zero.

Rent Expense:

Year Ended December 31,


(In millions) 2008 2007 2006
Minimum rents $ 228.8 $ 237.1 $ 243.1
Occupancy cost 46.5 46.5 47.8
Contingent rents 27.8 24.2 24.9
Total rent expense $ 303.1 $ 307.8 $ 315.8

Litigation: On October 10, 2008, the Los Angeles County Superior Court granted RadioShack's Motion for Class Decertification in
the class action lawsuit of Brook ler v. RadioShack Corporation. The action, which involves allegations that RadioShack violated
California's wage and hour laws relating to meal periods, was originally certified as a class action on February 8,
2006. RadioShack's Motion for Decertification of the class initially was denied on August 29, 2007. However, after the California
Appellate Court's favorable decision on similar facts in Brink er Restaurant Corporation v. Superior Court, RadioShack again sought
class decertification. The court granted RadioShack’s Motion for Class Decertification based on the California Appellate Court’s
decision in Brink er, and the plaintiffs in Brook ler have appealed this ruling. Following the Brink er decision, the Brink er plaintiffs
appealed the California Appellate Court’s decision in that case to the Supreme Court of California. Due to the continuing unsettled
nature of California state law regarding the standard of liability for meal period violations, RadioShack and the Brook ler plaintiffs
agreed to a stay with respect to the plaintiff’s appeal of the class decertification ruling, pending the outcome of the appeal of the
California Appellate court’s decision in Brink er. The outcome of this action is uncertain and the ultimate resolution of this matter
could have a material adverse impact on RadioShack’s financial position, results of operations, and cash flows in the period in
which any

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such effect is recorded; however, management believes the outcome of this case will not have such an impact.

On June 7, 2007, a purported class action lawsuit captioned, Richard Stuart v. RadioShack Corporation, et al, was filed against us
in the U.S. District Court for the Northern District of California. This action alleges that we failed to properly reimburse employees in
California for mileage expenses associated with the use of their personal vehicles to make transfers of merchandise between our
stores. The plaintiffs filed a Motion for Class Certification, and on February 9, 2009, the court granted the plaintiffs' motion. The
outcome of this action is uncertain and the ultimate resolution of this matter could have a material adverse impact on RadioShack’s
financial position, results of operations, and cash flows in the period in which any such effect is recorded; however, management
believes the outcome of this case will not have such an impact.

We have various other pending claims, lawsuits, disputes with third parties, investigations and actions incidental to the operation of
our business, including certain cases discussed generally below under Assigned Lease Obligations. Although occasional adverse
settlements or resolutions may occur and negatively impact earnings in the period or year of settlement, it is our belief that their
ultimate resolution will not have a material adverse effect on our financial condition or liquidity.

Assigned Lease Obligations: We have retail leases for locations that were assigned to other businesses. The majority of these
lease obligations arose from leases assigned to CompUSA, Inc. (“CompUSA”) as part of its purchase of our Computer City, Inc.
subsidiary in August 1998.

Following an announcement in February 2007 of its intentions to close as many as 126 stores and an announcement in December
2007 that they had been acquired by Gordon Brothers Group, CompUSA stores ceased operations in January 2008. A portion of
the closed stores represents locations where we may be liable for the rent payments on the underlying lease. To date, we have
been named as defendants in a total of eleven lawsuits from lessors seeking payment from us.

Based on all available information pertaining to the status of these leases, and after applying the provisions set forth within SFAS
No. 5, “Accounting for Contingencies,” and FIN 14, “Reasonable Estimation of a Loss – an Interpretation of SFAS No. 5,” during the
fourth quarter of 2007, we established an accrual of $7.5 million, recorded in current liabilities. In the first quarter of 2008, we
increased our accrual to $9.0 million, reflecting our revised estimate based on further developments. We are continuing to monitor
this situation and will update our accrual as more information becomes available.

Purchase Obligations: We have purchase obligations of $283.8 million at December 31, 2008, which include our product
commitments, marketing agreements and freight commitments. Of this amount, $269.4 million relates to 2009.

NOTE 13 – FEDERAL EXCISE TAX

In May 2006, the IRS established refund procedures for federal telecommunications excise tax (“excise tax”) paid by taxpayers in
prior years. In December 2006, the IRS provided clarification regarding which taxpayers were eligible to request refunds of excise
taxes. For the year ended December 31, 2007, we determined we were entitled to refunds of $14.0 million and $5.2 million for
federal telecommunications excise taxes recorded in the first and fourth quarters of 2007, respectively. We recorded $18.8 million of
the refunds as a reduction to cost of products sold and the remaining $0.4 million as a reduction in SG&A, where they were
originally recorded. In addition, we recorded $2.6 million in interest income. We claimed $15.4 million of this refund and interest in
the form of a tax credit on our 2006 federal income tax return filed in September 2007. We filed a claim for the additional excise tax
refund due us, which was approved by the IRS. The additional amount claimed plus interest was received in the form of a refund
rather than as a credit against income taxes. We recorded an additional $0.5 million in interest income during the first quarter of
2008.

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NOTE 14 - RESTRUCTURING PROGRAM

On February 17, 2006, as a result of unfavorable profitability experienced within our U.S. RadioShack company-operated stores
during 2005, we announced the commencement of a restructuring program. The restructuring program was developed to identify
opportunities to rationalize our cost structure and increase average unit volume and profitable square footage in our U.S.
RadioShack company-operated stores. The original terms of the restructuring program consisted of the closing of 400-700 U.S.
RadioShack company-operated stores, consolidating certain of our distribution centers, streamlining our overhead infrastructure,
and updating our merchandise inventory.

The actual charges for initiatives under the restructuring program were recorded in the period in which we committed to formalized
restructuring plans or executed the specific actions contemplated by the program and all criteria for restructuring charge recognition
under the applicable accounting guidance had been met. Charges incurred as part of the restructuring program are recorded in cost
of products sold; selling, general and administrative expense; and depreciation and amortization with the exception of the asset
impairment charges, which are disclosed in a separate caption within our Consolidated Statements of Income.

Store Closures: As of December 31, 2006, we had closed 481 stores as a result of our restructuring program. Our decision to
close these stores was made on a store-by-store basis, and there was no geographic concentration of closings for these stores.
For these closed stores, we recognized a charge in 2006 of $9.1 million to SG&A for future lease obligations and negotiated buy-
outs with landlords. A lease obligation reserve was not recognized until a store had been closed or when a buy-out agreement had
been reached with the landlord. Regarding the 481 stores we closed as a result of the restructuring program during the year ended
December 31, 2006, we recorded an impairment charge of $9.2 million related to the long-lived assets associated with certain of
these stores. It was determined that the net book value of several of the stores' long-lived assets was not recoverable based on the
remaining estimated future cash flows related to these specific stores. We also recognized $2.1 million in accelerated depreciation
associated with closed store assets for which the useful lives had been changed due to the store closures.

In connection with these store closures, we identified 601 retail employees whose positions were terminated by December 31,
2006. These employees were paid severance, and some earned retention bonuses if they remained employed until certain agreed-
upon dates. The development of a reserve for these costs began on the date that the terms of severance benefits were established
and communicated to the employees, and the reserve was recognized over the minimum retention period. As of December 31,
2006, $3.8 million had been recognized in SG&A as retention and severance benefits for store employees, with $3.6 million in
benefits paid to that date. Additionally, as part of our store closure activities, we incurred and recognized in SG&A $6.1 million in
expenses in 2006 primarily in connection with fees paid to outside liquidators and for close-out promotional activities for the 481
stores.

All stores identified for closure under the restructuring program were closed as of July 31, 2006. Additionally, we continue to
negotiate buy-out agreements with our landlords; however, remaining lease obligations of $0.8 million still existed at December 31,
2008. There is uncertainty as to when, and at what cost, we will fully settle all remaining lease obligations.

Distribution Center Consolidations: We closed a distribution center located in Southaven, Mississippi, and sold a distribution
center in Charleston, South Carolina, in 2006. During the year ended December 31, 2006, we recognized a lease obligation charge
in SG&A in the amount of $2.0 million on the lease of the Southaven distribution center and a gain of $2.7 million on the sale of the
Charleston distribution center. We also incurred a $0.5 million charge related to severance for approximately 100
employees. Additionally, there were $0.4 million in other expenses.

Service Center Operations: We closed or sold five service center locations during the year ended December 31, 2006, resulting
in the elimination of approximately 350 positions. We recognized charges to SG&A of $1.2 million and $0.9 million related to lease
obligations and severance, respectively. This severance obligation was paid as of December 31, 2006. Additionally, there were $0.1
million in other expenses.

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Overhead Cost Reductions: Management conducted a review of our cost structure to identify potential sources of cost reductions.
In connection with this review, we made decisions to lower these costs, including reducing our advertising spend rate in connection
with adjustments to our media mix. During the year ended December 31, 2006, we reduced our workforce by approximately 514
positions, primarily within our corporate headquarters. We recorded charges to SG&A for termination benefits and related costs of
$11.9 million, of which $6.4 million had been paid as of December 31, 2006. During 2007 and 2008, severance payments totaling
$5.0 million and $0.7 million, respectively, were paid, leaving no remaining accrued severance balance as of December 31, 2008.

Inventory Update: We replaced underperforming merchandise with new, faster-moving merchandise. We recorded a pre-tax
charge to cost of products sold of approximately $62 million during the fourth quarter of 2005, as a result of both our normal
inventory review process and the inventory update aspect of our restructuring program.

The following table summarizes the activity related to the 2006 restructuring program from February 17, 2006, through December
31, 2007:

Asset Accelerated
(In millions) Severance Leases Impairments Depreciation Other Total
Total charges for 2006 $ 16.1 $ 12.3 $ 9.2 $ 2.1 $ 4.9 $ 44.6

Total spending for 2006,


net of amounts realized
from sale of fixed assets (10.4) (8.5) -- -- (4.6) (23.5)

Total non-cash items -- 0.9 (9.2) (2.1) (0.2) (10.6)


Accrual at December 31,
2006 5.7 4.7 -- -- 0.1 10.5

Total spending for 2007 (5.0) (3.9) -- -- (0.1) (9.0)

Additions for 2007 1.4 -- -- -- 1.4


Accrual at December 31,
2007 $ 0.7 $ 2.2 $ -- $ -- $ -- $ 2.9

We made cash payments during 2008 in the amount of $2.1 million. The total remaining accrual at December 31, 2008, was $0.8
million related to remaining lease obligations.

See the allocation of our restructuring charges within our segments in Note 16 – “Segment Reporting.”

NOTE 15 – CORPORATE AND FIELD HEADCOUNT REDUCTION

During the first quarter ended March 31, 2007, we recorded $8.5 million of pre-tax employee separation charges in SG&A expense
in connection with the reduction of approximately 280 of our corporate support staff. We made cash payments during 2008 and
2007 in the amounts of $1.9 million and $6.6 million, respectively. The reserve balance for these separation charges was zero and
$1.9 million at December 31, 2008 and 2007, respectively.

NOTE 16 - SEGMENT REPORTING

We have two reportable segments, U.S. RadioShack company-operated stores and kiosks. RadioShack consists solely of our
4,453 U.S. company-operated retail stores, all operating under the RadioShack brand name. Kiosks consist of our network of 688
kiosks, primarily located in major shopping malls and Sam’s Club locations. Both of our reportable segments engage in the sale of
consumer electronics products; however, our kiosks primarily offer wireless products and associated accessories. These reportable
segments are managed separately due to our kiosks’ narrow product offerings and performance relative to size.

We evaluate the performance of each reportable segment based on operating income, which is defined as sales less cost of
products sold and certain direct operating expenses, including labor and occupancy costs. Asset balances by reportable segment
have not been included in the segment table below, as these

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are managed on a company-wide level and are not allocated to each segment for management reporting purposes.

Amounts in the other category reflect our business activities that are not separately reportable, which include our dealer network, e-
commerce, third-party service centers, manufacturing and foreign operations.

(In millions) Year Ended December 31,


2008 2007 2006
Net sales and operating revenues:
U.S. RadioShack company-operated stores $ 3,611.1 $ 3,637.7 $ 4,079.8
Kiosks 283.5 297.0 340.5
Other 329.9 317.0 357.2
$ 4,224.5 $ 4,251.7 $ 4,777.5

Operating income:
U.S. RadioShack company-operated stores (1) $ 681.2 $ 752.7 $ 707.4
Kiosks (2) 8.4 15.8 (25.1)
Other (3) 44.1 52.8 (0.1)
733.7 821.3 682.2

Unallocated (4) (5) (411.7) (439.4) (525.3)


Operating income 322.0 381.9 156.9

Interest income 14.6 22.6 7.4


Interest expense (29.9) (38.8) (44.3)
Other (loss) income (2.4) 0.9 (8.6)
Income before income taxes $ 304.3 $ 366.6 $ 111.4

Depreciation and amortization:


U.S. RadioShack company-operated stores $ 52.9 $ 53.4 $ 58.2
Kiosks 5.8 6.3 10.2
Other 1.8 1.7 2.3
60.5 61.4 70.7
Unallocated (6) 38.8 51.3 57.5
$ 99.3 $ 112.7 $ 128.2

(1)
Operating income for 2007 includes an $18.8 million federal excise tax refund and an accrued vacation reduction of $11.0 million in
connection with the modification of our employee vacation policy.
(2)
Operating income for 2007 includes $1.1 million in connection with the modification of our employee vacation policy.
(3)
Operating income for 2007 includes an accrued vacation reduction of $1.3 million in connection with the modification of our employee
vacation policy.
(4)
The unallocated category included in operating income relates to our overhead and corporate expenses that are not allocated to the
separate reportable segments for management reporting purposes. Unallocated costs include corporate departmental expenses
such as labor and benefits, as well as advertising, insurance, distribution and information technology costs.
(5)
Unallocated operating income for 2008 includes net charges aggregating $12.1 million associated with our amended lease for our
corporate headquarters.
(6)
Depreciation and amortization included in the unallocated category primarily relate to our information technology assets.

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Product Sales Information: Our consolidated net sales and operating revenues are summarized by groups of similar products and
services, as follows:

Consolidated Net Sales and Operating Revenues


Year Ended December 31,
(In millions) 2008 2007 2006
Wireless $ 1,393.8 33.0% $ 1,416.5 33.3% $ 1,654.8 34.6%
Accessory 1,183.9 28.0 1,029.7 24.2 1,087.6 22.8
Personal electronics 545.7 12.9 650.7 15.3 751.8 15.7
Modern home 527.1 12.5 556.2 13.1 612.1 12.8
Power 242.4 5.7 251.3 5.9 271.4 5.7
Technical 183.7 4.4 184.4 4.3 198.5 4.2
Service 95.8 2.3 100.5 2.4 106.3 2.2
Service centers and other
sales 52.1 1.2 62.4 1.5 95.0 2.0
Consolidated net sales and
operating revenues $ 4,224.5 100.0% $ 4,251.7 100.0% $ 4,777.5 100.0%

2006 Restructuring: The table below shows our 2006 restructuring program costs and impairments allocated by reportable
segments.

RadioShack
Company-
Owned
(In millions) Stores Kiosks Other Unallocated Total
Restructuring program:
Impairment of property, plant &
equipment $ 9.2 $ -- $ -- $ -- $ 9.2
Severance 3.8 -- 0.9 11.4 16.1
Lease costs 9.1 -- 1.2 2.0 12.3
Gain on distribution center sale -- -- -- (2.7) (2.7)
Other 6.1 -- 0.1 1.4 7.6
Accelerated depreciation 2.1 -- -- -- 2.1
30.3 -- 2.2 12.1 44.6

Impairments:
Goodwill -- 18.6 1.2 -- 19.8
Intangibles -- 10.7 -- -- 10.7
Property, plant & equipment 1.0 1.8 1.8 -- 4.6
1.0 31.1 3.0 -- 35.1

$ 31.3 $ 31.1 $ 5.2 $ 12.1 $ 79.7

The costs in this restructuring table are included in the 2006 segment table above.

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NOTE 17 - QUARTERLY DATA (UNAUDITED)

As our operations are predominantly retail oriented, our business is subject to seasonal fluctuations, with the fourth quarter
generally being the most significant in terms of sales and profits because of the winter holiday selling season.

Three Months Ended


(In millions, except per share amounts) Mar. 31 Jun. 30 Sep. 30 Dec. 31
Year ended December 31, 2008:

Net sales and operating revenues (1) $ 949.0 $ 994.9 $ 1,021.9 $ 1,258.7
Cost of products sold 499.4 525.5 544.5 732.4
Gross profit 449.6 469.4 477.4 526.3

SG&A expense (2) 362.4 375.4 370.4 401.6


Depreciation and amortization 22.4 22.1 21.6 22.0
Impairment of long-lived assets and other
charges 0.6 0.6 0.6 1.0
Total operating expenses 385.4 398.1 392.6 424.6

Operating income 64.2 71.3 84.8 101.7

Interest income 3.6 3.4 3.9 3.7


Interest expense (7.1) (6.7) (7.4) (8.7)
Other loss (1.5) (0.6) (0.1) (0.2)
Income before taxes 59.2 67.4 81.2 96.5

Income tax expense 20.4 26.0 31.0 34.5


Net income $ 38.8 $ 41.4 $ 50.2 $ 62.0

Net income per share:

Basic and diluted $ 0.30 $ 0.32 $ 0.39 $ 0.50

Shares used in computing income per


share:
Basic 131.2 131.2 128.4 125.2
Diluted 131.3 131.2 128.8 125.2

(1)
In the third quarter of 2008, we recorded $12.2 million in previously deferred revenue.
(2)
The second quarter of 2008 includes net charges aggregating $12.1 million associated with the amended lease for our corporate
headquarters.

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Three Months Ended


(In millions, except per share amounts) Mar. 31 Jun. 30 Sep. 30 Dec. 31
Year ended December 31, 2007:

Net sales and operating revenues $ 992.3 $ 934.8 $ 960.3 $ 1,364.3


Cost of products sold (1) 497.0 483.2 492.6 753.1
Gross profit 495.3 451.6 467.7 611.2

SG&A expense (2) 393.6 359.8 363.9 421.2


Depreciation and amortization 26.5 26.4 25.6 24.2
Impairment of long-lived assets and other
charges 0.6 0.5 1.0 0.6
Total operating expenses 420.7 386.7 390.5 446.0

Operating income 74.6 64.9 77.2 165.2

Interest income (1) 6.5 6.0 5.3 4.8


Interest expense (10.6) (10.7) (9.7) (7.8)
Other (loss) income (1.0) (0.1) 2.4 (0.4)
Income before taxes 69.5 60.1 75.2 161.8

Income tax expense (3) 27.0 13.1 28.9 60.8


Net income $ 42.5 $ 47.0 $ 46.3 $ 101.0

Net income per share:

Basic and diluted $ 0.31 $ 0.34 $ 0.34 $ 0.77

Shares used in computing income per


share:
Basic 136.2 136.7 134.5 131.2
Diluted 137.1 139.0 135.9 131.8

(1)
In the first and the fourth quarters of 2007, we recorded refunds of excise tax as a reduction to cost of products sold, where the excise
taxes were originally recorded, as $14.0 million and $4.8 million, respectively. Additionally, we recorded $1.4 million and $1.2 million
in interest income related to these refunds in the first and fourth quarters, respectively.
(2)
During 2007, vacation accrual adjustments in connection with the modification of our employee vacation policy included in SG&A
expense totaled $2.0 million, $3.2 million, $5.9 million and $3.2 million for the first, second, third and fourth quarters, respectively.
(3)
In the second quarter of 2007, the effective tax rate was impacted by the net reversal in June 2007 of approximately $10.0 million in
unrecognized tax benefits, deferred tax assets and accrued interest.

The sum of the quarterly net income per share amounts may not total to each full year amount because these computations are
made independently for each quarter and for the full year and take into account the weighted average number of common stock
equivalent shares outstanding for each period, including the effect of dilutive securities for that period.

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RADIOSHACK CORPORATION

INDEX TO EXHIBITS

Exhibit
Number Description

3.1 Certificate of Amendment of Restated Certificate of Incorporation dated May 18, 2000 (filed as Exhibit 3a to Rad
August 11, 2000, for the fiscal quarter ended June 30, 2000, and incorporated herein by reference).

3.2 Restated Certificate of Incorporation of RadioShack Corporation dated July 26, 1999 (filed as Exhibit 3a(i) to Rad
August 11, 1999, for the fiscal quarter ended June 30, 1999, and incorporated herein by reference).

3.3 Certificate of Elimination of Series C Conversion Preferred Stock of RadioShack Corporation dated July 26, 1999
RadioShack’s Form 10-Q filed on August 11, 1999, for the fiscal quarter ended June 30, 1999, and incorporated

3.4 Amended Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of
July 26, 1999 (filed as Exhibit 3a(iii) to RadioShack’s Form 10-Q filed on August 11, 1999, for the fiscal quarter e
incorporated herein by reference).

3.5 Certificate of Designations of Series B TESOP Convertible Preferred Stock dated June 29, 1990 (filed as Exhibit
S-8 for the RadioShack Corporation Incentive Stock Plan, Reg. No. 33-51603, filed on November 12, 1993, and i

3.6 RadioShack Corporation Bylaws, amended and restated as of September 11, 2008 (filed as Exhibit 3.1 to Radio
September 16, 2008, and incorporated herein by reference).

4.1 Amended and Restated Rights Agreement dated as of July 26, 1999 (filed as Exhibit 4a to RadioShack’s Form 1
the fiscal quarter ended June 30, 1999, and incorporated herein by reference).

4.2 First Amendment to Amended and Restated Rights Agreement, dated as of February 20, 2004, between RadioS
Trust Company, N.A. (filed as Exhibit 4a to RadioShack’s Form 10-Q filed on May 6, 2005, for the fiscal quarter
incorporated herein by reference).

4.3 Second Amendment to Amended and Restated Rights Agreement, dated effective January 31, 2006, by and bet
Computershare Trust Company, N.A. (filed as Exhibit 4.1 to RadioShack's Form 8-K filed on January 17,2006, a
reference).

4.4 Indenture, dated as of August 18, 2008, between the Company and The Bank of New York Mellon Trust Compa
Exhibit 4.1 to RadioShack's Form 8-K filed on August 18, 2008, and incorporated herein by reference).

4.5 Form of the 2.50% Convertible Senior Notes due 2013 (filed as Exhibit 4.2 to RadioShack's Form 8-K filed on Au
herein by reference).

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10.1 Death Benefit Agreement effective December 27, 2001, among Leonard H. Roberts, Laurie Roberts and RadioSh
10a to RadioShack’s Form 10-Q filed on May 13, 2002, for the fiscal quarter ended March 31, 2002, and incorpo

10.2 Salary Continuation Plan for Executive Employees of RadioShack Corporation and Subsidiaries including amend
respect to participation by certain executive employees, as restated October 4, 1990 (filed as Exhibit 10a to Ra
March 30, 1994, for the fiscal year ended December 31, 1993, and incorporated herein by reference).

10.3 RadioShack Corporation Officers Deferred Compensation Plan as restated July 10, 1992 (filed as Exhibit 10d to
March 30, 1994, for the fiscal year ended December 31, 1993, and incorporated herein by reference).

10.4 RadioShack Corporation Officers Life Insurance Plan as amended and restated effective August 22, 1990 (filed a
Form 10-K filed on March 30, 1994, for the fiscal year ended December 31, 1993, and incorporated herein by ref

10.5 Third Restated Trust Agreement RadioShack Employees Supplemental Stock Program through Amendment No
as Exhibit 10h to RadioShack’s Form 10-Q filed on November 12, 1999, for the fiscal quarter ended September 3
by reference).

10.6 Forms of Termination Protection Agreements for (i) Corporate Executives, (ii) Division Executives and (iii) Subsid
10m to RadioShack’s Form 10-Q filed on August 14, 1995, for the fiscal quarter ended June 30, 1995, and incorp

10.7 RadioShack Corporation Amended and Restated Termination Protection Plan (Level I) (filed as Exhibit 10.10 to R
October 25, 2006, for the fiscal quarter ended September 30, 2006, and incorporated herein by reference).

10.8 RadioShack Corporation Officers' Severance Program (filed as Exhibit 10.3 to RadioShack’s Form 8-K filed on M
herein by reference).

10.9 Form of AmeriLink Corporation Stock Incentive Plan, as amended (filed as Exhibit 10.1 to AmeriLink Corporation
S-1 file No. 33-69832 and filed as Exhibit A to the AmeriLink Corporation’s 1998 Proxy Statement dated July 6,
1998, and incorporated herein by reference).

10.10 RadioShack Corporation Unfunded Deferred Compensation Plan for Directors as amended and restated July 22
RadioShack’s Form 10-K filed on March 28, 2003, for the fiscal year ended December 31, 2002, and incorporate

10.11 Form of September 30, 1997, Deferred Compensation Agreement between RadioShack Corporation and Leonar
to RadioShack’s Form 10-Q filed on May 13, 1998, for the fiscal quarter ended March 31, 1998, and incorporate

10.12 RadioShack Corporation 1993 Incentive Stock Plan as amended (filed as Exhibit 10a to RadioShack's Form 10-
the fiscal quarter ended September 30, 2001, and incorporated herein by reference).

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10.13 Amended and Restated RadioShack Corporation 1997 Incentive Stock Plan (filed as Exhibit 10.1 to RadioShack
2005, and incorporated herein by reference).

10.14 Amended and Restated RadioShack Corporation 1999 Incentive Stock Plan (filed as Exhibit 10.2 to RadioShack
2005, and incorporated herein by reference).

10.15 Amended and Restated RadioShack Corporation 2001 Incentive Stock Plan (filed as Exhibit 10.3 to RadioShack
2005, and incorporated herein by reference).

10.16 Five Year Credit Agreement dated as of June 16, 2004, among RadioShack Corporation, Citibank, N.A., as Adm
and Lender, Bank of America, N.A. as Administrative Agent, Initial Issuing Bank and Lender, Wachovia Bank, N
Syndication Agent, Initial Issuing Bank and Lender, Keybank National Association and Suntrust Bank, as Co-S
Citigroup Global Markets Inc. and Bank of America Securities, LLC as Joint Lead Arrangers and Bookrunners (f
RadioShack’s Form 10-Q filed on August 5, 2004, for the fiscal quarter ended June 30, 2004, and incorporated h

10.17 Amendment No. 1 to the Five Year Credit Agreement dated as of April 29, 2005, among RadioShack Corporatio
and Other Institutional Lenders Parties to the Credit Agreement, and Citibank, N.A., as Agent for the Lenders (f
RadioShack’s Form 10-Q filed on August 8, 2005, for the fiscal quarter ended June 30, 2005, and incorporated h

10.18 Amendment No. 2, dated as of June 12, 2006, to the Five Year Credit Agreement, among RadioShack Corpora
and other institutional lenders, Bank of America, N.A., as Administrative Agent, Wachovia Bank, National Asso
Association and Suntrust Bank, as Co-Syndication Agents, Citigroup Global Markets Inc. and Banc of America
Arrangers and Bookrunners, and Citibank, N.A., as Administrative Agent and as Paying Agent (filed as Exhibit 1
filed on June 16, 2006, and incorporated herein by reference).

10.19 Five Year Credit Agreement, dated as of June 12, 2006, among RadioShack Corporation, the Initial Lenders nam
Administrative Agent and Paying Agent, Bank of America, N.A., as Administrative Agent and Initial Issuing Ban
Association, as Co-Syndication Agent and Initial Issuing Bank, Wells Fargo, National Association, as Co-Syndi
Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Bookrunners (filed as Exhibit 10
on June 16, 2006, and incorporated herein by reference).

10.20 Amended and Restated RadioShack Corporation 2004 Deferred Stock Unit Plan for Non-Employee Directors (fil
Form 8-K filed on May 24, 2005, and incorporated herein by reference).

10.21 RadioShack 2004 Annual and Long-Term Incentive Compensation Plan (the written description of which is conta
RadioShack's Proxy Statement filed on April 8, 2004, for the 2004 Annual Meeting of Stockholders, and incorpo

10.22 Form of Incentive Stock Plan(s) Stock Option Agreement for Officers (filed as Exhibit 10a to RadioShack’s Form
for the fiscal quarter ended September 30, 2004, and incorporated herein by reference).

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10.23 Transition Agreement, dated January 12, 2005, between RadioShack Corporation and Leonard H. Roberts (fil
Form 8-K filed on January 13, 2005, and incorporated herein by reference).

10.24 Consulting Agreement, dated May 18, 2006, between RadioShack Corporation and Leonard H. Roberts (filed
Form 8-K filed on May 23, 2006, and incorporated herein by reference).

10.25 RadioShack Corporation Long-Term Incentive Plan (filed as Exhibit 10.4 to RadioShack’s Form 8-K filed on Fe
herein by reference).

10.26 Description of Long-Term Incentive Performance Measures for Executive Officers for the 2005 through 2007 Pe
10.6 to RadioShack’s Form 8-K filed on February 28, 2005, and incorporated herein by reference).

10.27 Form of Restricted Stock Agreement under RadioShack Corporation 1997 Incentive Stock Plan (filed as Exhib
filed on May 6, 2005, for the fiscal quarter ended March 31, 2005, and incorporated herein by reference).

10.28 Form of Indemnification Agreement (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on June 6, 2005, and

10.29 Form of Notice of Grant of Deferred Stock Units and Deferred Stock Unit Agreement under the RadioShack 20
Non-Employee Directors (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on June 6, 2005, and incorpora

10.30 Overnight Share Repurchase Agreement, dated August 5, 2005, between RadioShack Corporation and Bank
10.1 to RadioShack’s Form 8-K filed on August 8, 2005, and incorporated herein by reference).

10.31 Purchase and Sale Agreement, dated December 12, 2005, between RadioShack Corporation and Kan Am Gr
(filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on December 16, 2005, and incorporated herein by refere

10.32 Lease, dated December 20, 2005, between Kan Am Riverfront Campus, LP, as Landlord, and RadioShack Co
Exhibit 10.2 to RadioShack’s Form 8-K filed on December 21, 2005, and incorporated herein by reference).

10.33 RadioShack Corporation Officer’s Supplemental Executive Retirement Plan (filed as Exhibit 10.52 to RadioSh
2006, for the fiscal year ended December 31, 2005, and incorporated herein by reference).

10.34 Form of RadioShack Corporation Officer’s Supplemental Executive Retirement Plan Agreement (filed as Exhib
K filed on March 15, 2006, for the fiscal year ended December 31, 2005, and incorporated herein by reference

10.35 Form of RadioShack Corporation Officer’s Supplemental Executive Retirement Plan Agreement for Existing P
Continuation Plan (filed as Exhibit 10.54 to RadioShack’s Form 10-K filed on March 15, 2006, for the fiscal yea
incorporated herein by reference).

10.36 Letter Agreement, dated July 6, 2006, between RadioShack Corporation and Julian C. Day (filed as Exhibit 10
on July 7, 2006, and incorporated herein by reference).

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10.37 Incentive Stock Plan Non-Qualified Stock Option Agreement under the 1997 Incentive Stock Plan, dated July 6
Corporation and Julian C. Day (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on July 7, 2006, and incor

10.38 Incentive Stock Plan Non-Qualified Stock Option Agreement under the 1999 Incentive Stock Plan, dated July 6
Corporation and Julian C. Day (filed as Exhibit 10.3 to RadioShack’s Form 8-K filed on July 7, 2006, and incor

10.39 Incentive Stock Plan Non-Qualified Stock Option Agreement under the 2001 Incentive Stock Plan, dated July 6
Corporation and Julian C. Day (filed as Exhibit 10.4 to RadioShack’s Form 8-K filed on July 7, 2006, and incor

10.40 Incentive Stock Plan Non-Qualified Stock Option Agreement, dated July 6, 2006, between RadioShack Corpor
Exhibit 10.5 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).

10.41 Incentive Stock Plan Non-Qualified Stock Option Agreement, dated July 6, 2006, between RadioShack Corpor
Exhibit 10.6 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).

10.42 Agreement on Nonsolicitation, Confidentiality, Noncompetition and Intellectual Property, dated July 6, 2006, be
and Julian C. Day (filed as Exhibit 10.7 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated here

10.43 Employment Offer Letter to James F. Gooch from RadioShack Corporation, dated July 27, 2006 (filed as Exhi
Q filed on October 25, 2006, for the fiscal quarter ended September 30, 2006, and incorporated herein by refer

10.44 Description of 2007 Annual Incentive Bonus Performance Measures for Executive Officers (filed as Exhibit 10.
on February 28, 2007, and incorporated herein by reference).

10.45 Description of Long-Term Incentive Performance Measures for Executive Officers for the 2007 through 2008 Pe
10.2 to RadioShack s Form 8-K filed on February 28, 2007, and incorporated herein by reference).

10.46 RadioShack Corporation 2007 Restricted Stock Plan (included as Appendix A to the Company's Proxy Statem
Exchange Commission on April 12, 2007, and incorporated herein by reference).

10.47 Amendment to RadioShack 2004 Annual and Long-Term Incentive Compensation Plan (the written description
and 33 of the Company's Proxy Statement filed with the Securities and Exchange Commission on April 12, 20
reference).

10.48 Second Amended and Restated RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors (filed
Form 10-Q filed on April 30, 2007, and incorporated herein by reference).

10.49 Form of Restricted Stock Agreement under the RadioShack Corporation 2007 Restricted Stock Plan (filed as
8-K filed on May 18, 2007, and incorporated herein by reference).

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10.50 Employment Offer Letter to Peter J. Whitsett from RadioShack Corporation, dated November 12, 2007 (filed a
Form 10-K filed on February 26, 2008, and incorporated herein by reference).

10.51 Employment Offer Letter to Bryan Bevin from RadioShack Corporation, dated December 11, 2008, as modified
(filed as Exhibit 10.67 to RadioShack’s Form 10-K filed on February 26, 2008, and Item 5.02 in Form 8-K filed
incorporated herein by reference).

10.52 Employment Offer Letter to Lee D. Applbaum from RadioShack Corporation, dated
September 27, 2008 (filed as Item 5.02 to RadioShack’s Form 8-K filed on September 29, 2008, and incorpora

10.53* Second Amended and Restated Salary Continuation Plan for Executive Employees of RadioShack Corporatio
December 31, 2008.

10.54* Second Amended and Restated RadioShack Corporation Officers Deferred Compensation Plan, effective as of

10.55* Second Amended and Restated RadioShack Corporation Termination Protection Plan (Level I), effective as of

10.56* First Amended and Restated RadioShack Corporation Officers' Severance Program, effective as of December

10.57* Second Amended and Restated RadioShack Corporation Unfunded Deferred Compensation Plan for Directors
2008.

10.58* Third Amended and Restated RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors, effectiv

10.59* First Amended and Restated RadioShack Corporation Officer’s Supplemental Executive Retirement Plan.

10.60* First Amended and Restated Termination Protection Agreement for Corporate Executives, between RadioSha
Gooch, effective as of December 31, 2008.

10.61 Description of 2008 Annual Incentive Bonus Performance Measures for Executive Officers for the 2008 Perform
to RadioShack’s Form 8-K filed on February 26, 2008, and incorporated herein by reference).

10.62 Description of Long-Term Incentive Performance Measures for Executive Officers for the 2008 through 2009 Pe
10.2 to RadioShack’s Form 8-K filed on February 26, 2008, and incorporated herein by reference).

10.63 Description of Long-Term Incentive Performance Measures for Executive Officers for the 2008 through 2010 Pe
10.3 to RadioShack’s Form 8-K filed on February 26, 2008, and incorporated herein by reference).

10.64 Purchase and Sale Agreement, dated June 25, 2008, between RadioShack Corporation and Tarrant County C
to RadioShack’s Form 8-K filed on June 25, 2008, and incorporated herein by reference).

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10.65 Amended and Restated Lease Agreement, dated June 25, 2008, between Tarrant County College District as L
Corporation as Tenant (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on June 25, 2008, and incorporate

10.66 Master Terms and Conditions for Convertible Bond Hedging Transactions, dated August 12, 2008, between Ci
Corporation (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein

10.67 Master Terms and Conditions for Convertible Bond Hedging Transactions, dated August 12, 2008, between Ba
RadioShack Corporation (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on August 18, 2008, and incorp

10.68 Confirmation for Convertible Bond Hedging Transactions, dated August 12, 2008, between Citibank and Radio
10.3 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).

10.69 Confirmation for Convertible Bond Hedging Transactions, dated August 12, 2008, between Bank of America, N
(filed as Exhibit 10.4 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by referenc

10.70 Master Terms and Conditions for Warrants, dated August 12, 2008, between Citibank, N.A. and RadioShack
RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).

10.71 Master Terms and Conditions for Warrants, dated August 12, 2008, between Bank of America, N.A. and Radi
Exhibit 10.6 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).

10.72 Confirmation for Warrants, dated August 12, 2008, between Citibank, N.A. and RadioShack Corporation (filed
Form 8-K filed on August 18, 2008, and incorporated herein by reference).

10.73 Confirmation for Warrants, dated August 12, 2008, between Bank of America, N.A. and RadioShack Corporat
RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).

10.74 Stock Purchase Agreement, dated December 15, 2008 among Tandy International Corporation and ITC Servic
S.A.B. de C.V. (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on December 16, 2008, and incorporated

21* RadioShack Significant Subsidiaries.

23* Consent of PricewaterhouseCoopers LLP.

31(a)* Rule 13a-14(a) Certification of the Chief Executive Officer of RadioShack Corporation.

31(b)* Rule 13a-14(a) Certification of the Chief Financial Officer of RadioShack Corporation.

32* Section 1350 Certifications.**

___________________

* Filed with this report.

** These Certifications shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, as amended, or otherwise sub
These Certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as am
except to the extent that the Company specifically incorporates it by reference.

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Exhibit 10.53

SECOND AMENDED AND RESTATED


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SALARY CONTINUATION PLAN


FOR EXECUTIVE EMPLOYEES
OF
RADIOSHACK CORPORATION
AND SUBSIDIARIES

RadioShack Corporation, a Delaware corporation (“RadioShack”), hereby amends and restates, effective as of December
31, 2008, the Salary Continuation Plan for Executive Employees of RadioShack Corporation and Subsidiaries (the “Plan”) in order to
satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise
indicated, all “section” or “Code” references are to the Code and the Treasury Regulations related thereto, as may be amended from
time to time, promulgated under the authority of the applicable Code section and, in each case, any successor provisions thereto.

RadioShack intends that this Plan, as amended and restated, applies solely to compensation earned or vested on or after
January 1, 2005, including any earnings thereon, to the extent such compensation was not paid or distributed prior to December
31, 2008. Further, it is the intent of the RadioShack that this Plan, as amended and restated, shall have no effect whatsoever on
any benefits earned and vested on or before December 31, 2004, including any earnings thereon, and the parties intend that such
benefits remain exempt from Code section 409A.

ARTICLE ONE

PURPOSE

Section 1.1 The purpose of the Plan is to afford RadioShack an additional opportunity to secure and retain
the services of outstanding key executive employees by providing, subject to the provisions of the Plan, income payments to key
executive employees during their lifetimes after retirement and to their beneficiaries following their death.

ARTICLE TWO

DEFINITIONS

Section 2.1 Beneficiary. The recipient(s) designated (in accordance with Article Seven) by a Participant in
the Plan to whom benefits are payable following his death.

Section 2.2 Committee. The Organization and Compensation Committee of RadioShack which shall
administer the Plan in accordance with Article Nine.

Section 2.3 Disability. A physical or mental condition which, in the opinion of the Committee, totally and
presumably permanently prevents a Participant from substantially performing duties for which such Participant is suited to perform
either by education or training, or if such Participant is on a Leave of Absence when such condition develops, substantially
performing duties for which such Participant is suited to perform either by education or training. A determination that Disability
exists shall be based upon competent medical evidence satisfactory to the Committee. The date that any person’s Disability
occurs shall be deemed to be the date such condition is determined to exist by the Committee.

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Section 2.4 Employee. A regular full-time executive employee of an Employer.

Section 2.5 Employer. RadioShack Corporation, a Delaware Corporation, and those subsidiary corporations
in which RadioShack owns at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote.

Section 2.6 Leave of Absence. Any period during which:

(a) an Employee is absent with the prior consent of Employer, which consent shall be granted under uniform rules
applied to all Employees on a nondiscriminatory basis, but only if such person (i) is an Employee immediately prior to the
commencement of such period of authorized absence and resumes employment with Employer not later than the first working day
following the expiration of such period of authorized absence or (ii) enters into a contract with Employer prior to the absence which
provides a right for the Employee to return to work following the Leave of Absence, upon such terms and conditions as Employer
may provide in its sole discretion. For purposes of clarification, nothing in this Section 2.6(a) shall obligate or require Employer to
enter into any contract with any Employee or other person; or

(b) an Employee is a member of the Armed Forces of the United States and his reemployment rights are
guaranteed by law, but only if such person is an Employee immediately prior to becoming a member of such Armed Forces and
resumes employment with Employer within the period during which his reemployment rights are guaranteed by law.

Section 2.7 Participant. An Employee who has been selected and has accepted a Plan Agreement as
provided in Article Three.

Section 2.8 Plan Agreement. The agreement between an Employer and a Participant, entered into in
accordance with Article Three (as such form may be amended from time to time hereunder).

Section 2.9 Plan Compensation. An amount determined by the Committee as set forth in the Plan
Agreement with each Participant, such amount to be determinative for the purposes hereof regardless of a Participant’s total
compensation paid by his Employer.

Section 2.10 Retirement. The following classifications of Retirement as referred to in this Plan are defined
as follows:

(a) Early Retirement. The voluntary election, as opposed to involuntary termination by Employer, prior to the
Participant’s attaining the age of sixty-five (65) years, by a Participant to terminate his employment after attaining the age of fifty-
five (55) years.

(b) Normal Retirement. The termination of a Participant’s service with Employer at the date of attaining age sixty-
five (65) years.

(c) Late Retirement. The termination of a Participant’s service with Employer after the Participant’s attaining the
age of sixty-five (65) years.

Any Retirement occurring on or after January 1, 2005, is deemed to be a “separation from service” within the meaning of Code
section 409A (a “Separation from Service”) and, notwithstanding anything contained herein to the contrary, the date on which such
Separation from Service takes place shall be the date of Retirement.

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ARTICLE THREE

SELECTION OF PARTICIPANTS AND


AGREEMENT TO PARTICIPATE

Section 3.1 Participation in the Plan shall be limited to those Employees of Employer who shall be selected
for participation by the Committee, whose decisions in this respect shall be conclusive.

Section 3.2 Participation in the Plan by an Employee so selected by the Committee is voluntary and subject
to his written acceptance of a Plan Agreement executed by Employer and submitted to him by the Committee. Unless and until a
Plan agreement has been so submitted to and accepted by him, he shall not become a Participant.

Section 3.3 Subject to Section 8.4 hereof, the Committee reserves the right, at its discretion, and without
prejudice or liability, to terminate any Plan Agreement with any Participant of any Employer at any time prior to the Participant’s
Retirement or death.

ARTICLE FOUR

LIFE INSURANCE

Section 4.1 Employer may obtain permanent life insurance insuring the life of any Participant as a means of
funding Employer’s obligations to his Beneficiary in whole or part. Employer shall be the sole owner and beneficiary of all such
policies of insurance so obtained and of all incidents of ownership therein, including without limitation, the rights to all cash and
loan values, dividends (if any), death benefits and the right to terminate. No Beneficiary or Participant shall be entitled to any rights,
interests or equities in such policies or to any specific asset of Employer of any type, and on the contrary, their rights against
Employer under the Plan shall be solely as general creditors.

Section 4.2 If as a result of misrepresentations made by a Participant in any application for life insurance
upon his life obtained by Employer hereunder, the insurance carrier or carriers or any reinsurance thereof successfully avoid(s)
payment to Employer of the proceeds of its or their policy or policies, or such proceeds are not payable because the Participant’s
death results from suicide within two years of the issuance of such policy or within two years of the issuance to Employer of
additional policies obtained by Employer hereunder, then, in any of said events, and notwithstanding any other provisions of the
Plan or of the Plan Agreement with such Participant, Employer shall have no obligation to his Beneficiary to provide any of the
death benefits otherwise payable under the terms thereof.

Section 4.3 Each Participant shall cooperate in the securing of life insurance on his life by furnishing such
information as the insurance company may require, taking such physical examinations as may be necessary, and taking any other
action which may be requested by the Employer or the insurance company to obtain such insurance coverage. If a Participant
refuses to cooperate in the securing of life insurance, or if Employer is unable to secure life insurance at standard rates on a
Participant, then, the Plan Agreement shall be of no force and effect as to a Participant unless Employer waives such requirement
in writing.

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ARTICLE FIVE

BENEFITS PAYABLE TO PARTICIPANTS AND


TO BENEFICIARIES OF PARTICIPANTS

Section 5.1 Subject to the terms and conditions of the Plan, upon the Retirement of a Participant, Employer
agrees to pay to Participant a Retirement benefit as follows:

(a) Normal Retirement. If a Participant retires at the date of Normal Retirement, then Employer agrees to pay to
Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of payment
of Retirement benefits hereunder, all from its general assets, an amount equal to five hundred percent of Plan Compensation, such
sum to be paid as set forth in Section 5.3 hereof.

(b) Early Retirement. If a Participant retires at a time that constitutes an Early Retirement, then, Employer agrees
to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of
payment of Early Retirement benefits hereunder, all from its general assets, an amount equal to five hundred percent of Plan
Compensation, reduced by five percent per year for each year that Early Retirement precedes the date of Normal Retirement. Such
year shall be a fiscal year beginning on the date a Participant attains age fifty-five (55). Any reduction for a part of a year shall be
prorated on a daily basis assuming a 365 day year. Such amount shall be paid as set forth in Section 5.3 hereof.

(c) Late Retirement. If a Participant retires at a date that constitutes Late Retirement, then, Employer agrees to
pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of
payment of Late Retirement Benefits hereunder, all from its general assets, an amount equal to five hundred percent of Plan
Compensation, reduced by a percentage determined as follows:

At Date of Late Retirement Percent of Reduction of


Attainment of Age 500% of Plan Compensation

66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%

The percent of reduction of five hundred percent of Plan Compensation shall be measured on a fiscal year beginning on the date of a
Participant’s date of birth and shall commence on the day after the date a Participant attains age 70, and any reduction for a part of
a year shall be prorated on a daily basis at the applicable percentage assuming a 365 day year. Such amount shall be paid as set
forth in Section 5.3 hereof.

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Section 5.2 Subject to the terms and conditions of the Plan, upon the death of a Participant, but only if the
Participant is an Employee of Employer at his death and is not entitled to Retirement benefits pursuant to a Plan Agreement at
such time, Employer agrees to pay to his Beneficiary from its general assets an amount equal to five hundred percent of Plan
Compensation as reflected in Employee’s Plan Agreement or, as the case may be, in the last amendment to his Plan
Agreement. With respect to such benefits, however, it is further provided that:

(a) No benefits shall be payable to the Beneficiary of a Participant in those instances covered by Section 4.2;

(b) If a Participant dies while an Employee of Employer after the date of his Normal Retirement, then the amount
payable to his Beneficiary upon a Participant’s death shall be reduced as set forth in Section 5.1(c) hereof.

Section 5.3 The aggregate amount payable upon the Normal Retirement, Early Retirement, Late Retirement
or death of a Participant to a Participant or his Beneficiary shall be paid in 120 equal monthly installment payments commencing
on the first day of the month next following thirty (30) days after Retirement or after the Participant’s death.

Notwithstanding the foregoing, if a Participant is a “specified employee,” within the meaning of Code section 409A on the date of his
or her Retirement, then payment pursuant to this Section 5.3 shall be made on the first business day of the seventh month
following the date of Retirement (or, if earlier, on the date of death of the Participant) to the extent such delayed payment is required
in order to avoid a prohibited distribution under Code section 409A(a)(2) (the “Delayed Payment Date”). On the Delayed Payment
Date, all payments deferred pursuant to this Section 5.3 (whether they would have otherwise been payable in a single sum or in
installments in the absence of such deferral) shall be paid in a lump sum to the Participant, and any remaining payments due under
the Plan shall be paid in accordance with the normal payment dates specified for them herein.

Section 5.4 Until actually paid and delivered to the Participant or to the Beneficiary entitled to same, none of
the benefits payable by Employer under any Plan Agreement shall be liable for the debts or liabilities of either the Participant or his
Beneficiary, nor shall the same be subject to seizure by any creditor of the Participant or his Beneficiary under any writ or
proceeding at law, in equity or in bankruptcy. Further, no Participant or Beneficiary shall have power to sell, assign, transfer,
encumber, or in any manner anticipate or dispose of the benefits to which he is entitled or may become entitled under a Plan
Agreement.

Section 5.5 After Participant has attained the age of fifty-five (55) and is an Employee of Employer, or during
the period that Participant is receiving Retirement benefits under a Plan Agreement, and for one year after cessation of employment
after attaining the age of fifty-five (55) for any reason or for one year after cessation of payment of Retirement benefits, whichever
shall last occur, Participant agrees that he will not, either directly or indirectly, within the United States of America or in any
country of the world that RadioShack sells, imports, exports, assembles, packages or furnishes its products, articles, parts,
supplies, accessories or services or is causing them to be sold, imported, exported, assembled, packaged or furnished through
related entities, representatives, agents, or otherwise, own, manage, operate, join, control, be employed by, be a consultant to, be
a partner in, be a creditor of, engage in joint operations with, be a stockholder, officer or director of any corporation, sole
proprietorship or business entity of any type, or participate in the ownership, management, direction, or control or in any other
manner be connected with, any business of manufacturing, designing, programming, servicing, repairing, selling, ceasing, or renting
any products, articles, parts, supplies, accessories or services which is at the time of Participant’s engaging in such conduct
competitive with products, articles, parts, supplies,

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accessories or services manufactured, sold, imported, exported, assembled, packaged or furnished by RadioShack, except as a
shareholder owning less than five percent (5%) of the shares of a corporation whose shares are traded on a stock exchange or in
the over-the-counter market by a member of the National Association of Securities Dealers. In the event that a Participant takes
Retirement and engages in any of the activities described in the immediately preceding sentence, or engaged in any of such
activities prior to Retirement, then, without any further notification, and upon determination by the Committee that such a
Participant is engaged or has engaged in such activities, such Committee’s decision to be conclusive and binding upon all
concerned, and notwithstanding any other provisions of the Plan or of the Plan Agreement with such Participant, Employer’s
obligation to a Participant to pay any Retirement or death benefits hereunder shall automatically cease and terminate, and
Employer shall have no further obligation to such Participant or Beneficiary pursuant to the Plan or the Plan Agreement. Employer
may enforce this provision by suit for damages which shall include but not be limited to all sums paid to Participant hereunder, or
for injunction, or both.

Section 5.6 Employer may liquidate out of the interest of a Participant hereunder, but only as Retirement or
death benefits become due and payable hereunder, any outstanding loan or loans or other indebtedness of a Participant made in
the ordinary course of the employment relationship, provided that (i) the entire amount of reduction in such benefit in any taxable
year of Employer shall not exceed $5,000, and (ii) the reduction shall be made at the same time and in the same amount as the
loan or other indebtedness otherwise would have been due and collected from the Participant. Employer may elect not to distribute
Retirement or death Benefits to any Participant or to a Beneficiary unless and until all unpaid loans or other indebtedness due to
Employer from such Participant, together with interest, have been paid in full.

Section 5.7 Subject to termination or amendment of the Plan, Plan Agreement, or both, and subject to the
requirements of Code section 409A, a Participant’s participation in the Plan shall continue during his Disability or his taking a Leave
of Absence. Subject to the requirements of Code section 409A, a Participant who is Disabled or on Leave of Absence shall notify
Employer of his date of Retirement by hand delivery or by certified registered mail, return receipt requested, postage prepaid, of a
written notice of Retirement specifying the effective date of Retirement, such written notice to be addressed to: Insurance
Committee of the Board of Directors, RadioShack Corporation, 300 RadioShack Circle, Fort Worth, Texas 76102. Such notice
shall be deemed to be received when actually received by said Insurance Committee at said address as may be changed from time
to time in the Plan Agreements, as amended.

Section 5.8 Notwithstanding the foregoing, the Committee, in its sole discretion, may accelerate or delay the
payment of any benefits under the Plan under the circumstances, and to the extent required or permitted under Code section 409A.

ARTICLE SIX

AMENDMENTS OF PLAN AGREEMENTS

Section 6.1 The Committee may enter into amendments to the Plan Agreement with any Participant for the
purpose of increasing the benefits payable to the Participant or his Beneficiary in view of increases in his compensation following
the execution of such Plan Agreement or the last amendment thereto and for the purpose of amending any provision of this Plan as
it might apply to a Participant. In such cases, the acceptance of an amendment by a Participant is voluntary and until the
amended Plan Agreement has been submitted to and accepted by him, it shall not be effective.

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ARTICLE SEVEN

BENEFICIARIES OF PARTICIPANTS

Section 7.1 At the time of his acceptance of a Plan Agreement, a Participant shall be required to designate
the Beneficiary to whom benefits under the Plan and his Plan Agreement will be payable upon his death. A Beneficiary may be one
or more persons or entities, such as dependents, persons who are natural objects of the Participant’s bounty, an inter vivos or
testamentary trust, or his estate. Such Beneficiaries may be designated contingently or successively as the Participant may
direct. The designation of his Beneficiary shall be made by the Participant on a Beneficiary Designation Form to be furnished by
the Committee and filed with it.

Section 7.2 A Participant may change his Beneficiary, as he may desire, by filing new and amendatory
Beneficiary Designation Forms with the Committee.

Section 7.3 In the event a Participant designates more than one (1) Beneficiary to receive benefit payments
simultaneously, each such Beneficiary shall be paid such proportion of such benefits as the Participant shall have designated. If no
such percentage designation has been made, then payments shall be made to each such Beneficiary in equal shares.

Section 7.4 If the designated Beneficiary dies before the Participant in question and no Beneficiary was
successively named, or if the designated Beneficiary dies before complete payment of the deceased Participant’s benefits have
been made and no Beneficiary was successively named, the Committee shall direct that such benefits (or the balance thereof) be
paid to those persons who are the deceased Participant’s heirs-at-law determined in accordance with the laws of descent and
distribution in force at the date hereof in the State of Texas for separate personal property, such determination to be made as
though the Participant had died intestate and domiciled in Texas. Such benefits (or the balance thereof) shall be paid at the time
and in the form otherwise provided for in the Plan

Section 7.5 Whenever any person entitled to payments under this Plan shall be a minor or under other legal
disability or in the sole judgment of the Committee shall otherwise be unable to apply such payments to his own best interest and
advantage (as in the case of illness, whether mental or physical, or where the person not under legal disability is unable to preserve
his estate for his own best interest), the Committee may in the exercise of its discretion direct all or any portion of such payments
to be made in any one or more of the following ways unless claims shall have been made therefor by an existing and duly appointed
guardian, conservator, committee or other duly appointed legal representative, in which event payment shall be made to such
representative:

(1) directly to such person unless such person shall be an infant or shall have been legally adjudicated incompetent
at the time of the payment;

(2) to the spouse, child, parent or other blood relative to be expended on behalf of the person entitled or on behalf of
those dependents as to whom the person entitled has the duty of support;

(3) to a recognized charity or governmental institution to be expended for the benefit of the person entitled or for the
benefit of those dependents as to whom the person entitled has the duty of support; or

(4) to any other institution, approved by the Committee, to be expended for the benefit of the person entitled or for
the benefit of those dependents as to whom the person entitled has the duty of support.

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The decision of the Committee will, in each case, be final and binding upon all persons and the Committee shall not be obliged to
see to the proper application or expenditure of any payments so made. Any payment made pursuant to the power herein conferred
upon the Committee shall operate as a complete discharge of the obligations of Employer and of the Committee.

Section 7.6 If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the
Committee shall have the right to withhold such payments until the matter is finally adjudicated or, the Committee may direct
Employer to bring a suit for interpleader in any appropriate court, pay any amounts due into the court, and Employer and/or
Committee shall have the right to recover its reasonable attorney’s fees from such proceeds so paid or to be paid. Any payment
made by the Committee, in good faith and in accordance with this Plan, shall fully discharge the Committee and Employer from all
further obligations with respect to such payments. In acting under this provision, the Committee, where appropriate, shall take all
steps necessary to ensure that any delay in payment to a Beneficiary complies with the requirements of Treas. Reg. §1.409A-3(g),
including where payments are withheld, by making any required payments by no later than the end of the year in which the matter
is finally adjudicated.

ARTICLE EIGHT

TERMINATION OF PARTICIPATION

Section 8.1 Except as provided in Sections 8.4, 10.1, and 10.2 hereof, termination of a Participant’s
employment with RadioShack other than by reason of Retirement or death, whether by action of RadioShack or the Participant’s
resignation, shall terminate the Participant’s participation in the Plan (for the sake of clarity, a cessation of active employment
during a period of a Leave of Absence (including as a result of a Disability) will not be deemed a termination of employment for
purposes of this sentence, unless such cessation results in a Separation from Service). Neither the Plan nor the Plan Agreement
shall in any way obligate RadioShack to continue the employment of a Participant, nor will either limit the right of RadioShack to
terminate a Participant’s employment at any time, for any reason, with or without cause.

Section 8.2 Except as provided in Section 8.4 hereof, participation in the Plan by a Participant shall also
terminate upon the happening of any of the following:

(a) The Plan is terminated by Employer in accordance with Article Ten; or

(b) His Plan Agreement is terminated by Employer or the Committee in accordance with Section 3.3.

Section 8.3 Except as provided in Section 8.4 hereof, upon termination of a Participant’s participation in the
Plan, all of Employer’s obligations to the Participant and his Beneficiary under the Plan and Plan Agreement and each of them,
shall terminate and be of no further effect.

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Section 8.4 If a Participant’s participation in the Plan is terminated, by:

(a) termination of the Plan;

(b) termination of a Plan Agreement; or

(c) termination of employment for any reasons other than

(i) Death or Retirement, which shall be governed by Article Five, or

(ii) dishonest or fraudulent conduct of a Participant or indictment, or the possibility of indictment of a


Participant of a felony crime involving moral turpitude, in which event no vesting under this Section 8.4 shall occur,

then such Participant shall be entitled, as set forth below, to a percentage of five hundred percent of his Plan Compensation as
follows:

Age Attained at Date of Event Set


Forth in 8.4(a), (b) or (c) % Vested

Age 54 or younger 0%

Age 55 to age 65 A percent as determined in Section 5.1(b) hereof

Age 65 to age 70 100%

Age 70 to age 75 A percent as determined in Section 5.1(c) hereto

Age 75 and thereafter 0%

The amount payable under this Section 8.4 shall be determined as of the date of the event set forth in Section 8.4(a), (b) or (c)
hereof and such amount as so determined at that time shall not be altered or changed thereafter except that the provisions of
Section 5.5 hereof shall remain fully applicable during the Participant’s employment by Employer, during the payment of benefits
under this Section 8.4 and for one year after the later of termination of employment or cessation of payment of benefits. The
amount payable under this Section 8.4 shall be paid as set forth in Section 5.3 hereunder to commence on the first day of the
month next following thirty (30) days after cessation of Participant’s employment with RadioShack, but subject to delay to the
Delayed Payment Date.

ARTICLE NINE

ADMINISTRATION OF THE PLAN

Section 9.1 The Plan shall be administered by the Insurance Committee of the Board of Directors of
RadioShack, as it is presently constituted or as it may be changed from time to time by the Board of Directors of RadioShack.

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Section 9.2 In addition to the express powers and authorities accorded the Committee under the Plan, it shall
be responsible for:

(a) Construing and interpreting the Plan;

(b) Computing and certifying to Employer the amount of benefits to be provided in each Plan Agreement for the
Participant or the Beneficiary of the Participant; and

(c) Determining the right of a Participant or a Beneficiary to payments under the Plan and otherwise authorizing
disbursements of such payments by Employer;

in these and all other respects its decisions shall be conclusive and binding upon all concerned. The Plan is intended to comply
with the requirements of Section 409A of the Code, to the extent applicable, and shall be administered and interpreted by the
Committee accordingly.

Section 9.3 Employer agrees to hold harmless and indemnify the members of the Committee against any
and all expenses, claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom,
including without limitation the cost of defense and attorney’s fees, based upon or arising out of any act or omission relating to or in
connection with the Plan other than losses resulting from any such Committee member’s fraud or willful misconduct.

ARTICLE TEN

TERMINATION OR AMENDMENT OF THE PLAN

Section 10.1 Employer reserves the right to terminate or amend this Plan, in whole or in part, at any time, or
from time to time, by resolution of its Board of Directors, provided, only, that no such termination or amendment shall affect those
rights and benefits previously vested in a Participant or a Beneficiary under Section 8.4 hereof.

Section 10.2 Any provision in Article 8 or 10 to the contrary notwithstanding, the Committee may amend the
Plan or any Plan Agreement at any time, without the consent of any Participant or Beneficiary, to the extent the Committee deems
such amendment to be necessary to comply with the requirements of any applicable tax laws, securities laws, accounting rules
and other applicable state and federal laws, or applicable laws of jurisdictions outside of the United States.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.1 The Plan and Plan Agreement and each of their provisions shall be construed and their validity
determined under the laws of the State of Texas.

Section 11.2 The masculine gender, where appearing in the Plan or Plan Agreement, shall be deemed to
include the feminine gender. The words “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer
to the entire Plan and Plan Agreement, not to any particular provision, section or subsection, and words used in the singular or
plural may be construed as though in the plural or singular where they would so apply.

Section 11.3 Any suit against Employer or the Committee or any member thereof concerning any provisions
hereunder, the construction of the Plan, payment of benefits hereunder, or in any other manner connected with this Plan may only
be brought in the appropriate state or federal court located in Tarrant County, Texas, and each Participant agrees not to bring any
suit in any other county, state or countries. It is

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agreed that Employer may bring any suit to enforce the provisions of Section 5.5 hereof in the appropriate state or federal court
located in Tarrant County, Texas.

Section 11.4 Any person born on February 29 shall be deemed to have been born on the immediately
preceding February 28 for all purposes of this Plan.

Section 11.5 This Plan shall be binding upon and inure to the benefit of any successor of Employer and any
such successor shall be deemed substituted for Employer under the terms of this Plan. As used in this Plan, the term successor”
shall include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or otherwise,
acquires all or substantially all of the assets or business of Employer.

The Salary Continuation Plan for Executive Employees of RadioShack Corporation and Subsidiaries (the “Plan”) was adopted
November 8, 1979. This copy of the Plan has been restated to include amendments to the Plan pursuant to resolutions at a
meeting of the Board of Directors of RadioShack Corporation on November 6, 2008.

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Salary Continuation Plan

For Executive Employees


Of
RadioShack Corporation And Subsidiaries
January 1, 20___

PLAN AGREEMENT

TO: «FullName»

The Insurance Committee of the Board of Directors of RadioShack Corporation (“RadioShack”) has selected you to participate in
the Salary Continuation Plan for Executive Employees of RadioShack Corporation and Subsidiaries (the “Plan”), a copy of which as adopted
on November 8, 1979, is furnished you herewith.

Your participation in the Plan is voluntary and conditioned upon your acceptance of this Plan Agreement in the manner provided
below, by which it shall be agreed between us as follows:

(1) Your Participation in the Plan and the rights accruing to you and your designated Beneficiary thereunder shall be in all
respects subject to the terms and conditions of the Plan, the full text of which, and as it may be from time to time
amended, is incorporated herein by reference. You agree to be bound by the terms and provisions of the Plan, and
specifically but without limitation, to the non-competing agreement provisions set forth in Section 5.5 of the Plan.

(2) For the purpose of determining the amount of benefits payable by the Employer under the Plan, it is agreed and stipulated
that your Plan Compensation is $«CompensationAmount» (i.e., $«AnnualAmount» for 10 years if you retire at age
65). The Plan Compensation Amount may change from time to time upon the agreement by you and RadioShack.

(3) You acknowledge receipt of a Beneficiary Designation Form furnished you herewith and agree that upon your acceptance
and return of this Plan Agreement as provided below, you will deliver such form completed as therein required.

If you desire to participate in the Plan, please accept and return the enclosed copy of this letter, together with your completed
Beneficiary Designation Form, to the Insurance Committee of the Board of Directors of RadioShack Corporation, 300 RadioShack
Circle, Fort Worth, Texas 76102, on or before thirty days from the date hereof, whereupon you shall become a Participant in the
Plan according and subject to the terms hereof. If you do not accept and return such copy within the above time period, then we
will assume that you have voluntarily elected not to participate in the Plan.

Yours very truly,

Yours very truly,

RadioShack Corporation

By: __________________________________
Jana Freundlich
Vice President - Human Resources

ACCEPTED this ______ day of ______________, 20______,

_______________________________________
(«FullName»)

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Exhibit 10.54
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SECOND AMENDED AND RESTATED


RADIOSHACK CORPORATION OFFICERS
DEFERRED COMPENSATION PLAN

RadioShack Corporation, a Delaware corporation (“RadioShack”), hereby amends and restates, effective as of December
31, 2008, the RadioShack Corporation Officers Deferred Compensation Plan (the “Plan”) in order to satisfy the requirements of
section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise indicated, all “section” or “Code”
references are to the Code and the Treasury Regulations related thereto, as may be amended from time to time, promulgated under
the authority of the applicable Code section and, in each case, any successor provisions thereto.

RadioShack intends that this Plan, as amended and restated, applies solely to compensation earned or vested on or after
January 1, 2005, including any earnings thereon, to the extent such compensation was not paid or distributed prior to December
31, 2008. Further, it is the intent of the RadioShack that this Plan, as amended and restated, shall have no effect whatsoever on
any benefits earned and vested on or before December 31, 2004, including any earnings thereon, and the parties intend that such
benefits remain exempt from Code section 409A.

ARTICLE ONE

PURPOSE

Section 1.1 The purpose of this Plan is to enable RadioShack Corporation and its subsidiaries to secure and retain
the services of outstanding key executive personnel by providing certain death and retirement benefits.

ARTICLE TWO

DEFINITIONS

Section 2.1 Beneficiary. The recipient(s) designated (in accordance with Article Seven) by a Participant in the
Plan to whom benefits are payable following his death.

Section 2.2 Committee. The Organization and Compensation Committee of RadioShack which shall administer the
Plan in accordance with Article Nine.

Section 2.3 Disability. A physical or mental condition which, in the opinion of the Committee, totally and
presumably permanently, prevents a Participant from substantially performing duties for which such Participant is suited to perform
either by education or training, or if such Participant is on a Leave of Absence when such condition develops, substantially
performing duties for which such Participant is suited to perform either by education or training. A determination that Disability
exists shall be based upon competent medical evidence satisfactory to the Committee. The date that any person’s Disability
occurs shall be deemed to be the date such condition is determined to exist by the Committee.

Section 2.4 Employee. A regular full-time executive employee of RadioShack.

Section 2.5 Leave of Absence. Any period during which:

(a) an Employee is absent with the prior consent of RadioShack, which consent shall be granted under uniform rules
applied to all Employees on a nondiscriminatory basis, but only if such person (i) is an Employee immediately prior to the
commencement of such period of authorized absence and resumes employment with

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RadioShack not later than the first working day following the expiration of such period of authorized absence; or (ii) enters into a
contract with RadioShack prior to the absence which provides a right for the Employee to return to work following a leave of
absence, upon such terms and conditions as RadioShack may provide in its sole discretion. For purposes of clarification, nothing
in this Section 2.5(a) shall obligate or require RadioShack to enter into any contract with any Employee or other person.

(b) an Employee is a member of the Armed Forces of the United States and his reemployment rights are guaranteed
by law, but only if such person is an Employee immediately prior to becoming a member of such Armed Forces and resumes
employment with RadioShack within the period during which his reemployment rights are guaranteed by law.

Section 2.6 Participant. An Employee who has been selected and has accepted a Plan Agreement as provided in
Article Three.

Section 2.7 Plan Agreement. The agreement between RadioShack and a Participant, entered into in accordance
with Article Three, and in the form of attached Exhibit ”A” (as such form may be amended from time to time hereunder).

Section 2.8 Plan Benefit Amount. Plan Benefit Amount means the dollar amount set forth and so designated in a
Participant’s Plan Agreement.

Section 2.9 Retirement. The following classifications of Retirement as referred to in this Plan are defined as
follows:

(a) Early Retirement. The voluntary election, as opposed to involuntary termination by RadioShack, prior to the
Participant’s attaining the age of sixty-five (65) years, by a Participant to terminate his employment after attaining the age of fifty-
five (55) years.

(b) Normal Retirement. The termination of a Participant’s service with RadioShack at the date of attaining age
sixty-five (65) years.

(c) Late Retirement. The termination of a Participant’s service with RadioShack after the Participant’s attaining the
age of sixty-five (65) years.

Any Retirement occurring on or after January 1, 2005, with respect to that portion of the Plan that is subject to Code
section 409A, is deemed to be a “separation from service” within the meaning of Code section 409A (a “Separation from Service”)
and, notwithstanding anything contained herein to the contrary, the date on which such Separation from Service takes place shall
be the date of Retirement.

Section 2.10 RadioShack. RadioShack Corporation, a Delaware corporation, and those subsidiary
corporations in which RadioShack owns at least eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote.

Section 2.11 RadioShack Subsidiary. Any corporation in which RadioShack owns at least eighty percent
(80%) of the total combined voting power of all classes of stock entitled to vote.

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ARTICLE THREE

SELECTION OF PARTICIPANTS AND


AGREEMENT TO PARTICIPATE

Section 3.1 The Committee, in its sole and exclusive discretion, shall select from among the key executive
employees of RadioShack, candidates for participation in the Plan. A candidate shall become a Participant only upon his
execution of a Plan Agreement and a Beneficiary Designation Form.

ARTICLE FOUR

LIFE INSURANCE

Section 4.1 RadioShack may obtain permanent life insurance insuring the life of any Participant as a means of
funding RadioShack’s obligations to his Beneficiary in whole or part. RadioShack shall be the sole owner and beneficiary of all
such policies of insurance so obtained and of all incidents of ownership therein, including without limitation, the rights to all cash
and loan values, dividends (if any), death benefits and the right to terminate. No Beneficiary or Participant shall be entitled to any
rights, interests or equities in such policies or to any specific asset of RadioShack of any type, and on the contrary, their rights
against RadioShack under the Plan shall be solely as general creditors.

Section 4.2 If as a result of misrepresentations made by a Participant in any application for life insurance upon his
life obtained by RadioShack hereunder, the insurance carrier or carriers or any reinsurance thereof successfully avoid(s) payment to
RadioShack of the proceeds of its or their policy or policies, or such proceeds are not payable because the Participant’s death
results from suicide within two (2) years of the issuance of such policy or within two (2) years of the issuance to RadioShack of
additional policies obtained by RadioShack hereunder, then, in any of said events, notwithstanding any other provisions of the Plan
or of the Plan Agreement with such Participant, RadioShack shall have no obligation to his Beneficiary to provide any of the death
benefits otherwise payable under the terms thereof.

Section 4.3 Each Participant shall cooperate in the securing of life insurance on his life by furnishing
such information as the insurance company may require, taking such physical examinations as may be necessary, and taking any
other action which may be requested by RadioShack or the insurance company to obtain such insurance coverage. If a Participant
refuses to cooperate in the securing of life insurance, or if RadioShack is unable to secure life insurance at standard rates on a
Participant, then the Plan Agreement shall be of no force and effect as to a Participant unless RadioShack waives such
requirement in writing.

Section 4.4 All benefits under the Plan or Plan Agreement represent an unsecured promise to pay by RadioShack
Corporation. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of RadioShack
Corporation resulting in the Participants having no greater rights than RadioShack Corporation’s general creditors; provided,
however, nothing herein shall prevent or prohibit RadioShack Corporation from establishing a trust or other arrangement for the
purpose of providing for the payment of the benefits payable under the Plan or Plan Agreement.

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ARTICLE FIVE

BENEFITS PAYABLE TO PARTICIPANTS AND


TO BENEFICIARIES OF PARTICIPANTS

Section 5.1 Subject to the terms and conditions of the Plan, upon the Retirement of a Participant, RadioShack
agrees to pay to Participant a Retirement benefit as follows:

(a) Normal Retirement. If a Participant retires at the date of Normal Retirement, then RadioShack agrees to pay
to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of
payment of Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit Amount,
such sum to be paid as set forth in Section 5.3 hereof.

(b) Early Retirement. If a Participant retires at a time that constitutes an Early Retirement, then RadioShack
agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the
termination of payment of Early Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s
Plan Benefit Amount, reduced by five percent (5%) per year for each year that Early Retirement precedes the date of Normal
Retirement. Such year shall be a fiscal year beginning on the date a Participant attains age fifty-five (55). Any reduction for a part
of a year shall be prorated on a daily basis assuming a 365-day year. Such amount shall be paid as set forth in Section 5.3 hereof.

(c) Late Retirement. If a Participant retires at a date that constitutes Late Retirement, then RadioShack agrees to
pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of
payment of Late Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit
Amount, reduced by a percentage determined as follows:

Age on Date of Percent of Reduction


Late Retirement of Plan Benefit Amount

66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%

The percent of reduction of a Participant’s Plan Benefit Amount shall be measured on a fiscal year beginning on the date of
Participant’s date of birth and shall commence on the day after the date a Participant attains age 70, and any reduction for a part of
a year shall be prorated on a daily basis at the applicable percentage assuming a 365-day year. Such amount shall be paid as set
forth in Section 5.3 hereof.

Section 5.2 Subject to the terms and conditions of the Plan, upon the death of a Participant, but only if the
Participant is an Employee of RadioShack at his death (except as set forth in Section 5.2(c) below) and is not being paid benefits
pursuant to a Plan Agreement at such time, RadioShack agrees to pay to his Beneficiary from its general assets an amount equal
to such Participant’s Plan Benefit Amount as reflected in Employee’s Plan Agreement or, as the case may be, in the last
amendment to his Plan Agreement. With respect to such benefits, however, it is further provided that:

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(a) no benefits shall be payable to the Beneficiary of a Participant in those instances covered by Section 4.2;

(b) if a Participant dies while an Employee of RadioShack after the date of his Normal Retirement, then the amount
payable to his Beneficiary upon a Participant’s death shall be reduced as set forth in Section 5.1(c) hereof.

(c) The death of a Participant within the first year after involuntary termination of employment with RadioShack as
provided in Section 8.6 shall not defeat the right of such Participant’s Beneficiary to receive benefits under this Section 5.2 so long
as an event described in Section 8.5(a), (b) or (c) occurs within one year of the date of termination of the Participant’s employment.

Section 5.3 Except as provided in Section 8.5, the aggregate amount payable upon the Normal Retirement, Early
Retirement, Late Retirement benefits due and payable under Section 8.5 or 8.6 hereof, or death of a Participant to a Participant or
his Beneficiary shall be paid in one hundred twenty (120) equal monthly installments commencing on the first day of the month next
following thirty (30) days after Retirement or after the Participant’s death, or at the time stated in Section 8.5 or 8.6 hereof.

Notwithstanding the foregoing, if a Participant is a “specified employee,” within the meaning of Code section 409A
on the date of his or her Retirement, then payment pursuant to this Section 5.3 solely with respect to that portion of the Plan that is
subject to Code section 409A, shall be made on the first business day of the seventh month following the date of the Participant’s
Retirement (or, if earlier, the date of the Participant’s death) to the extent such delayed payment date is otherwise required in order
to avoid a prohibited distribution under Section 409A(a)(2) of the Code (the “Delayed Payment Date”). On the Delayed Payment
Date, all payments deferred pursuant to this Section 5.3 (whether they would have otherwise been payable in a single sum or in
installments in the absence of such deferral) shall be paid in a lump sum to the Participant, and any remaining payments due under
the Plan shall be paid in accordance with the normal payment dates specified for them herein.

Section 5.4 Until actually paid and delivered to the Participant or to the Beneficiary entitled to same, none of the
benefits payable by RadioShack under any Plan Agreement shall be liable for the debts or liabilities of either the Participant or his
Beneficiary, nor shall the same be subject to seizure by any creditor of the Participant or his Beneficiary under any writ or
proceeding at law, in equity or in Bankruptcy. Further, no Participant or Beneficiary shall have power to sell, assign, transfer,
encumber, or in any manner anticipate or dispose of the benefits to which he is entitled or may become entitled under a Plan
Agreement.

Section 5.5

(a) During the period that Participant is receiving benefits under a Plan Agreement and for one (1) year after
cessation of payment of benefits, Participant agrees that he will not, either directly or indirectly, within the United States of America
or in any country of the world that RadioShack (or a RadioShack Subsidiary) or one of its dealers or franchisees sells Consumer
Electronic Products (as hereinafter defined) at retail, own, manage, operate, join, control, be employed by, be a consultant to, be a
partner in, be a creditor of, engage in joint operations with, be a stockholder, officer or director of any corporation, sole
proprietorship or business entity of any type, or participate in the ownership, management, direction, or control or in any other
manner be connected with, any business selling Consumer Electronic Products at retail which is at the time of Participant’s
engaging in such conduct competitive with such products sold by RadioShack at retail, except as a stockholder owning less than
five percent (5%) of the shares of a corporation whose shares are traded on a stock exchange or in the over-the-counter market by
a member of the National Association of Securities Dealers. “Consumer Electronic Products” are those type of products sold at the
retail level to the ultimate customer as are advertised by RadioShack in its most recently published annual catalogs and monthly
flyers. Manufacturing of Consumer Electronic Products and sale of Consumer Electronic Products at levels of distribution other
than the retail level are not considered a violation of this covenant.

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(b) In the event that a Participant engages in any of the activities described in Section 5.5(a) RadioShack will give
notice to the Participant specifying in detail the alleged violation of Section 5.5(a). Participant will be allowed ninety (90) days to
cure such default. If the Committee feels there is continuing competition, then, without any further notice or opportunity to cure,
and upon determination by the Board of Directors that such a Participant is engaged in such activities, such Board’s decision to be
conclusive and binding upon all concerned, and notwithstanding any other provisions of the Plan or of the Plan Agreement with such
Participant, RadioShack’s obligation to a Participant to pay any benefits hereunder shall automatically cease and terminate and
RadioShack shall have no further obligation to such Participant or Beneficiary pursuant to the Plan or the Plan
Agreement. RadioShack may also enforce this provision by suit for damages which shall include but not be limited to all sums paid
to Participant hereunder, or for injunction, or both.

Section 5.6 RadioShack may liquidate out of the interest of a Participant hereunder, but only as Retirement or death
benefits become due and payable hereunder, any outstanding loan or loans or other indebtedness of a Participant, provided that the
entire amount of reduction in such benefit in any taxable year of RadioShack shall not exceed $5,000 and the reduction shall be
made at the same time and in the same amount as the loan or other indebtedness otherwise would have been due and collected
from the Participant.

Section 5.7 Subject to termination or amendment of the Plan, Plan Agreement, or both, a and subject to the
requirements of Code section 409A, Participant’s participation in the Plan shall continue during his Disability or his taking a Leave
of Absence. Subject to the requirements of Section 409A, a Participant who is Disabled or on Leave of Absence shall notify
RadioShack of his date of Retirement by hand delivery or by certified or registered mail, return receipt requested, postage prepaid,
of a written notice of Retirement specifying the effective date of Retirement, such written notice to be addressed to: Insurance
Committee of the Board of Directors, RadioShack Corporation, 300 RadioShack Circle, Fort Worth, Texas 76102. Such notice
shall be deemed to be received when actually received by said Insurance Committee at said address as may be changed from time
to time in the Plan Agreements, as amended.

Section 5.8 Notwithstanding the foregoing, the Committee, in its sole discretion, may accelerate or delay the
payment of any benefits under the Plan under the circumstances, and to the extent required or permitted under Code section 409A.

ARTICLE SIX

AMENDMENTS OF PLAN AGREEMENTS

Section 6.1 The Committee may enter into amendments to the Plan Agreement with any Participant for the purpose
of increasing the benefits payable to the Participant or his Beneficiary in view of increases in his compensation following the
execution of such Plan Agreement or the last amendment thereto and for the purpose of amending any provision of this Plan as it
might apply to a Participant. In such cases, the acceptance of an amendment by a Participant is voluntary and until the amended
Plan Agreement has been submitted to and accepted by him, it shall not be effective.

ARTICLE SEVEN

BENEFICIARIES OF PARTICIPANTS

Section 7.1 At the time of his acceptance of a Plan Agreement, a Participant shall be required to designate the
Beneficiary to whom benefits under the Plan and his Plan Agreement will be payable upon his death. A Beneficiary may be one (1)
or more persons or entities, such as dependents, persons who are natural objects of the Participant’s bounty, an inter vivos or
testamentary trust, or his estate. Such Beneficiaries may be designated contingently or successively as the Participant may
direct. The designation of his Beneficiary shall be made by the Participant on a Beneficiary Designation Form to be furnished by
the Committee and filed with it.

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Section 7.2 A Participant may change his Beneficiary, as he may desire, by filing new and amendatory Beneficiary
Designation Forms with the Committee.

Section 7.3 In the event a Participant designates more than one (1) Beneficiary to receive benefit payments
simultaneously, each such Beneficiary shall be paid such proportion of such benefits as the Participant shall have designated. If no
such percentage designation has been made, then payments shall be made to each such Beneficiary in equal shares.

Section 7.4 If the designated Beneficiary dies before the Participant in question and no Beneficiary was
successively named, or if the designated Beneficiary dies before complete payment of the deceased Participant’s benefits have
been made and no Beneficiary was successively named, the Committee shall direct that such benefits (or the balance thereof) be
paid to those persons who are the deceased Participant’s heirs-at-law determined in accordance with the laws of descent and
distribution in force at the date hereof in the State of Texas for separate personal property, such determination to be made as
though the Participant had died intestate and domiciled in Texas. Such benefits (or the balance thereof) shall be paid at the time
and in the form otherwise provided for in the Plan.

Section 7.5 Whenever any person entitled to payments under this Plan shall be a minor or under other legal
disability or in the sole judgment of the Committee shall otherwise be unable to apply such payments to his own best interest and
advantage (as in the case of illness, whether mental or physical, or where the person not under legal disability is unable to preserve
his estate for his own best interest), the Committee may in the exercise of its discretion direct all or any portion of such payments
to be made in any one or more of the following ways unless claims shall have been made therefor by an existing and duly appointed
guardian, conservator, committee or other duly appointed legal representative, in which event payment shall be made to such
representative:

(1) directly to such person unless such person shall be an infant or shall have been legally adjudicated incompetent
at the time of the payment;

(2) to the spouse, child, parent or other blood relative to be expended on behalf of the person entitled or on behalf of
those dependents as to whom the person entitled has the duty of support;

(3) to a recognized charity or governmental institution to be expended for the benefit of the person entitled or for the
benefit of those dependents as to whom the person entitled has the duty of support; or

(4) to any other institution, approved by the Committee, to be expended for the benefit of the person entitled or for
the benefit of those dependents as to whom the person entitled has the duty of support.

The decision of the Committee will, in each case, be final and binding upon all persons and the Committee shall not be obligated to
see to the proper application or expenditure of any payments so made. Any payment made pursuant to the power herein conferred
upon the Committee shall operate as a complete discharge of the obligations of RadioShack and of the Committee.

Section 7.6 If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the
Committee shall have the right to withhold such payments until the matter is finally adjudicated or the Committee may direct
RadioShack to bring a suit for interpleader in any appropriate court, pay any amounts due into the court, and RadioShack shall
have the right to recover its reasonable attorney’s fees from such proceeds so paid or to be paid. Any payment made by the
Committee, in good faith and in accordance with this Plan, shall fully discharge the Committee and RadioShack from all further
obligations with respect to such payments. In acting under this provision, the Committee, where appropriate, shall take all steps
necessary to ensure that any delay in payment to a Beneficiary complies with the requirements of Treas. Reg. §1.409A-3(g),
including where payments are withheld, by making any required payments by no later than the end of the year in which the matter
is finally adjudicated.

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ARTICLE EIGHT

TERMINATION OF PARTICIPATION

Section 8.1 Except as provided in Sections 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, termination of a Participant’s
employment with RadioShack other than by reason of Retirement or death, whether by action of RadioShack or the Participant’s
resignation, shall terminate the Participant’s participation in the Plan (for the sake of clarity, a cessation of active employment
during a period of a Leave of Absence (including as a result of a Disability) will not be deemed a termination of employment for
purposes of this sentence, unless such cessation results in a Separation from Service). Neither the Plan nor the Plan Agreement
shall in any way obligate RadioShack to continue the employment of a Participant, nor will either limit the right of RadioShack to
terminate a Participant’s employment at any time, for any reason, with or without cause.

Section 8.2 Except as provided in Sections 8.4, 8.5, 8.6, 10.1 and 10.2 hereof, participation in the Plan by a
Participant shall also terminate if the Plan or his Plan Agreement is terminated by RadioShack in accordance with Article Ten.

Section 8.3 Except as provided in Sections 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, upon termination of a Participant’s
participation in the Plan, all of RadioShack’s obligations to the Participant and his Beneficiary under the Plan and Plan Agreement
and each of them, shall terminate and be of no further effect.

Section 8.4 Except as provided in Sections 8.5, 8.6, 10.1 and 10.2, if a Participant’s participation in the Plan is
terminated, by:

(a) termination of the Plan;

(b) termination of a Plan Agreement; or

(c) termination of employment for any reasons other than

(i) death or Retirement, which shall be governed by Article Five, or

(ii) dishonest or fraudulent conduct of a Participant or indictment of a Participant for a felony crime involving
moral turpitude, in which event no vesting under Section 8.4, 8.6, 10.1, or 10.2 shall occur,

then such Participant shall be entitled, as set forth below, to a percentage of his Plan Benefit Amount as follows:

Age Attained at Date of Event Set


Forth in Section 8.4(a), (b) or (c) % Vested

Age 54 or younger 0%

Age 55 to age 65 A percent as determined


in 5.1(b) hereof

Age 65 to age 70 100%

Age 70 to age 75 A percent as determined


in 5.1(c) hereto

Age 75 and thereafter 0%

The amount payable under this Section 8.4 shall be determined as of the date of the event set forth in Section 8.4(a), (b) or
(c) hereof and such amount as so determined at that time shall not be altered or changed thereafter except that the provisions of
Section 5.5 hereof shall remain fully applicable during the Participant’s employment by RadioShack, during the payment of benefits
under this Section 8.4 and for one (1) year after the later of termination of employment or cessation of payment of benefits. The
amount payable under this Section 8.4 shall be paid as set forth in Section 5.3 hereunder to commence on the first day of the
month next following thirty (30) days after cessation of Participant’s employment with RadioShack, but subject to delay to the
Delayed Payment Date.

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Section 8.5 Notwithstanding anything to the contrary in the Plan,

(a) In the event of a “Change in Control” (as hereinafter defined), every Participant immediately shall be vested with
his Plan Benefit Amount determined without regard to Section 5.1(b) but subject to Section 5.1(c). Such retirement benefit shall be
payable in a lump sum on the first day of the month next following the date of the Participant’s Separation from Service (the
“Termination Date”), or, if later, and to the extent applicable, the Delayed Payment Date (with the date of Participant’s Separation
from Service referred to herein as the “Valuation Date”). Such lump sum payment shall equal the present value of the Participant’s
Plan Benefit Amount discounted for interest only at the Pension Benefit Guaranty Corporation’s Immediate Annuity Rate used to
value benefits for single-employer plans terminating on the Termination Date, compounded semi-annually.

(b) Any Participant or Beneficiary who on the date of a Change in Control (that satisfies the last paragraph of
Section 8.7 hereof) was receiving benefits under the Plan (or should have commenced receiving benefits had the payment of the
benefits not been delayed to the Delayed Payment Date) shall be entitled to receive a lump sum equal to the present value of the
remaining Plan Benefit Amount, payable on the first day of the month next following the date of the Change in Control, or, if later,
and to the extent applicable, the Delayed Payment Date, calculated in a manner consistent with Section 8.5(a). For purposes of
this Section 8.5(b), the “Valuation Date” shall be the date of the Change in Control.

Section 8.6 In the event that a Participant’s employment with RadioShack is subject to an involuntary termination
that constitutes a Separation from Service for any reason other than those reasons set forth in Section 8.4(c)(ii), and within a one-
year period beginning on the date of such termination there occurs a Change in Control that satisfies the last paragraph of Section
8.7 hereof, then such Participant, or his Beneficiary if such Participant dies after termination of employment, shall be entitled to
receive a lump sum equal to the present value of the Participant’s Plan Benefit Amount (determined in a manner consistent with
Section 8.5(a)), payable in a lump sum on the first day of the month next following the date of the Change in Control, provided that if
the Change in Control does not satisfy the last paragraph of Section 8.7 hereof, the payment shall be made on the first anniversary
of the Participant’s Separation from Service if payment at such time would not result in a violation of Code section 409A. For
purposes of this Section 8.6, the “Valuation Date” shall be the date of the Change in Control.

Section 8.7 For purposes of the Program, “Change in Control” shall mean any of the following events:

(a) An acquisition (other than directly from RadioShack Corporation) of any voting securities of RadioShack
Corporation (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifteen percent (15%) or more of the combined voting power of
RadioShack Corporation’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has
occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control.

A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part
thereof) maintained by (A) RadioShack Corporation or (B) any corporation or other Person of which a majority of its voting power or
its voting equity securities or equity interest is owned, directly or indirectly, by RadioShack Corporation (for purposes of this
definition, a “Subsidiary”), (ii) RadioShack Corporation or its Subsidiaries, or (iii) any Person in connection with a Non-Control
Transaction (as hereinafter defined);

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(b) The individuals who, as of June 1, 2004, are members of the Board (the “Incumbent Board”), cease for
any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by
RadioShack Corporation’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however,
that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by
reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of:

(i) A merger, consolidation, reorganization or other business combination with or into RadioShack
Corporation or in which securities of RadioShack Corporation are issued, unless

(A) the stockholders of RadioShack Corporation, immediately before such merger, consolidation,
reorganization or other business combination, own directly or indirectly immediately following such merger, consolidation,
reorganization or other business combination, at least sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation, reorganization or other business combination (the
“Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such
merger, consolidation, reorganization or other business combination,

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of
the agreement providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds
of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a
majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(C) no Person other than (i) RadioShack Corporation, (ii) any Subsidiary, (iii) any employee benefit
plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation, reorganization or other business
combination was maintained by RadioShack Corporation, the Surviving Corporation, or any Subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation, reorganization or other business combination had Beneficial Ownership of fifteen
percent (15%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifteen percent (15%) or more of the
combined voting power of the Surviving Corporation’s then outstanding voting securities, and

A transaction described in clauses (A) through (C) shall herein be referred to as a “Non-Control Transaction.”

(ii) A complete liquidation or dissolution of RadioShack Corporation; or

(iii) The sale or other disposition of all or substantially all of the assets of RadioShack Corporation to any
Person (other than (i) any such sale or disposition that results in at least fifty percent (50%) of RadioShack Corporation’s assets
being owned by one or more subsidiaries or (ii) a distribution to RadioShack Corporation’s stockholders of the stock of a subsidiary
or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject
Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities (X) as a result
of the acquisition of Voting Securities by RadioShack Corporation which, by reducing the number of Voting Securities outstanding,
increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would
occur (but for the operation of this subsection (X)) as a result of the acquisition of Voting Securities by RadioShack Corporation,
and after such share acquisition by RadioShack Corporation, the Subject Person becomes the Beneficial

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Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (Y) and such Subject Person (1) within fourteen
(14) Business Days (or such greater period of time as may be determined by action of the Board) after such Subject Person would
otherwise have caused a Change in Control (but for the operation of this clause (Y)), such Subject Person notifies the Board that
such Subject Person did so inadvertently, and (2) within seven (7) Business Days after such notification (or such greater period of
time as may be determined by action of the Board), such Subject Person divests itself of a sufficient number of Voting Securities
so that such Subject Person is no longer the Beneficial Owner of more than the permitted amount of the outstanding Voting
Securities.”

Notwithstanding the foregoing, and solely for purposes of determining whether payments to a Participant or Beneficiary as
described in Sections 8.5(b) and 8.6 of the Plan (but not for purposes of vesting), with respect to that portion of the Plan that is
subject to Code section 409A, a “Change in Control” shall occur with respect to a Participant only upon the occurrence of an event
that both (a) constitutes a Change in Control under the above definition, and (b) constitutes a change in control event for purposes
of Code section 409A.

Section 8.8 Notwithstanding any provision to the contrary in the Plan, upon a Change in Control, the provisions of
Sections 5.5 and 5.6 shall lapse and become null and void.

ARTICLE NINE

ADMINISTRATION OF THE PLAN

Section 9.1 The Plan shall be administered by the Insurance Committee of the Board of Directors of RadioShack, as
it is presently constituted or as it may be changed from time to time by the Board of Directors of RadioShack.

Section 9.2 In addition to the express powers and authorities accorded the Committee under the Plan, it shall be
responsible for:

(a) construing and interpreting the Plan;

(b) computing and certifying to RadioShack the amount of benefits to be provided in each Plan Agreement for the
Participant or the Beneficiary of the Participant; and

(c) determining the right of a Participant or a Beneficiary to payments under the Plan and otherwise authorizing
disbursements of such payments by RadioShack;

in these and all other respects its decisions shall be conclusive and binding upon all concerned. The Plan is intended to comply
with the requirements of Section 409A of the Code, to the extent applicable, and shall be administered and interpreted by the
Committee accordingly.

Section 9.3 RadioShack agrees to hold harmless and indemnify the members of the Committee against any and all
expenses, claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom, including
without limitation the cost of defense and attorney’s fees, based upon or arising out of any act or omission relating to or in
connection with the Plan other than losses resulting from any such Committee member’s fraud or willful misconduct.

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ARTICLE TEN

TERMINATION OR AMENDMENT OF THE PLAN


OR PLAN AGREEMENTS

Section 10.1 RadioShack reserves the right to terminate or amend this Plan or any Plan Agreement, in whole
or in part, at any time, from time to time, by resolution of the Board of Directors of RadioShack, provided, however, no amendment
to the Plan or to any Plan Agreement shall alter the vested rights of a Participant or Beneficiary applicable on the effective date of
such termination or amendment and, except for increases in Plan Compensation as provided in Section 8.5 hereof, such vested
rights shall remain unchanged. Rights are deemed to have vested if benefits are actually being paid or if the only condition
precedent to the payment of benefits is the termination of employment (unless terminated for reasons set forth in Section 8.4(c)(ii),
in which event benefits are forfeited) with RadioShack or the giving of notice of Retirement or the occurrence of an event described
in Section 8.5(a), (b) or (c).

Section 10.2 Notwithstanding anything to the contrary in the Plan, but subject to Section 10.3,

(a) Sections 8.5, 8.6, 8.7, 8.8 and this Section 10.2 shall not be amended or terminated at any time.

(b) For a period of one (1) year following a Change in Control, the Plan or Plan Agreement shall not be terminated or
amended in any way, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the
Participants’ right to existing or future RadioShack Corporation provided benefits or contributions provided hereunder, including, but
not limited to, any change in, or to, the eligibility requirements, benefit formulae and manner and optional forms of payments.

(c) Any amendment or termination of the Plan prior to a Change in Control which (i) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in
connection with, or in anticipation of, a Change in Control, shall be null and void and shall have no effect whatsoever.

(d) In the event the Plan or any Plan Agreement is terminated or adversely amended to the detriment of any
Participant and within a one-year period from the effective date of any such amendment or termination a Change in Control occurs,
then any Participant so affected whose employment with RadioShack Corporation is subject to a termination that constitutes a
Separation from Service for the Participant, whether voluntarily or involuntarily, within a three-year period from the date of the
Change in Control shall be entitled to receive those benefits set forth in Section 8.5 hereof to the same extent and in the same
amounts as though such amendment or termination had not occurred. This Section 10.2(d) shall not apply to any Participant who,
on the date of the Change in Control, has previously retired or has otherwise voluntarily terminated his employment with
RadioShack Corporation.

Section 10.3 Any provision in Article 8 or 10 to the contrary notwithstanding, the Committee may amend the
Plan or any Plan Agreement at any time, without the consent of any Participant or Beneficiary, to the extent the Committee deems
such amendment to be necessary to comply with the requirements of any applicable tax laws, securities laws, accounting rules
and other applicable state and federal laws, or applicable laws of jurisdictions outside the United States.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.1 The Plan and Plan Agreement and each of their provisions shall be construed and their validity
determined under the laws of the State of Texas.

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Section 11.2 The masculine gender, where appearing in the Plan or Plan Agreement, shall be deemed to
include the feminine gender. The words “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer
to the entire Plan and Plan Agreement, not to any particular provision, section or subsection, and words used in the singular or
plural may be construed as though in the plural or singular where they would so apply.

Section 11.3 Any action brought by a Participant under the Plan or Plan Agreement may be brought in the
appropriate state or federal court for Tarrant County, Texas, or for the county wherein the Participant maintains his or her
residence. Any suit brought by RadioShack Corporation under the Plan may only be brought in the county wherein the Participant
maintains his or her residence, unless the Participant consents to suit elsewhere.

Section 11.4 Any person born on February 29 shall be deemed to have been born on the immediately
preceding February 28 for all purposes of this Plan.

Section 11.5 This Plan shall be binding upon and inure to the benefit of any successor of RadioShack and
any such successor shall be deemed substituted for RadioShack under the terms of this Plan. As used in this Plan, the term
“successor” shall include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or
otherwise, acquires all or substantially all of the assets or business of RadioShack.

Section 11.6 A Participant shall not be required to mitigate the amount of any payment provided for in this
Plan by seeking other employment or otherwise.

Section 11.7 In the event that a Participant institutes any legal action to enforce his rights under, or to
recover damages for breach of any of the terms of this Plan or any Plan Agreement, the Participant, if he is the prevailing party,
shall be entitled to recover from RadioShack all actual expenses incurred in the prosecution of said suit including but not limited to
attorneys’ fees, court costs, and all other actual expenses. All reimbursements of eligible expenses under this provision shall be
made no later than the last day of the Participant’s tax year following the taxable year in which the expenses were incurred. The
amount of expenses eligible for reimbursement under this provision in any calendar year shall not affect the amount of expenses
eligible for reimbursement in any other calendar year, and a Participant’s right to reimbursement shall not be subject to liquidation
or exchange for any other benefit. In all events, reimbursement shall be made in accordance with Treas. Reg. §1.409A-
e(i)(1)(iv). Notwithstanding the foregoing, a Participant shall only be entitled to reimbursement of the expenses described above if
he is the prevailing party in such action. If RadioShack provides any reimbursements in accordance with this provision, and the
Participant ultimately is not the prevailing party, the Participant shall be required to refund to RadioShack all amounts previously
paid.

Section 11.8 Notwithstanding all other provisions in the Plan, in the event a Participant is entitled to benefits
under two (2) separate sections of the Plan, the maximum a Participant may receive under this Plan is his Plan Benefit Amount,
payable in accordance with Section 5.3 hereof.

The original Plan was adopted by the Board of Directors on June 27, 1986. This restated plan includes amendments
thereto pursuant to resolutions at meetings of the Board of Directors of RadioShack Corporation on January 20, 1989, August 22,
1990, and November 6, 2008.

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RADIOSHACK CORPORATION

OFFICERS DEFERRED COMPENSATION PLAN


PLAN AGREEMENT
January 1, «Year»

To: «FullName»

The Insurance Committee of the Board of Directors of RadioShack Corporation has selected you to participate in the RadioShack
Corporation Officers Deferred Compensation Plan (the “Plan”), a copy of which is furnished you herewith.

Your participation in the Plan is voluntary and conditioned upon your acceptance of this Plan Agreement in the manner provided
below, by which it shall be agreed between us as follows:

(1) Your participation in the Plan and the rights accruing to you and your designated Beneficiary thereunder shall be in all
respects subject to the terms and conditions of the Plan, the full text of which, and as it may be from time to time
amended, is incorporated herein by reference. You agree to be bound by the terms and provisions of the Plan and
specifically, but without limitation, to the noncompetition agreement provisions set forth in Section 5.5 of the Plan.

(2) For the purpose of determining the amount of benefits payable by RadioShack under the Plan, it is agreed and stipulated
that your aggregate Plan Benefit Amount is $«BenefitAmount» (i.e., $«AnnualAmount» for 10 years if you retire at age
65). The Plan Benefit Amount may change from time to time upon the agreement by you and RadioShack.

(3) You acknowledge receipt of a Beneficiary Designation Form furnished you herewith and agree that upon your acceptance
and return of this Plan Agreement, as provided below, you will deliver such form completed as therein required.

If you desire to participate in the Plan, please accept and return the enclosed copy of this Plan Agreement, together with your
completed Beneficiary Designation Form, to Jana Freundlich, on or before thirty days from the date hereof, whereupon you shall
become a Participant in the Plan according and subject to the terms hereof. If you do not accept and return such copy within the
above time period, then we will assume that you have voluntarily elected not to participate in the Plan.

Very truly yours,

RADIOSHACK CORPORATION

By:_____________________________________
Jana Freundlich
Vice President – Human Resources

ACCEPTED this __________ day of ____________________, «Year».

______________________________
«FullName»

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Exhibit 10.55

SECOND AMENDED AND RESTATED RADIOSHACK CORPORATION


TERMINATION PROTECTION PLAN

“LEVEL I”
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WHEREAS, the “Board” of the “Company” (as those terms are hereinafter defined) recognizes that the
possibility of a future “Change in Control” (as hereinafter defined) exists and that the threat or occurrence of a
Change in Control could result in significant distractions to its officers because of the uncertainties inherent in
such a situation;

WHEREAS, the Board has determined that it is essential and in the best interest of the Company, its
stockholders and the Employer to retain the services of its officers in the event of a threat or the occurrence of
a Change in Control of the Company and to ensure their continued dedication and efforts in such event without
undue concern for their employment and personal financial security;

WHEREAS, in consideration of the foregoing, the Board has previously adopted the RadioShack Corporation
Amended and Restated Termination Protection Plan; and

WHEREAS, the Company hereby amends and restates the Plan, effective as of December 31, 2008, in order
to satisfy the requirements of section 409A of the Code.

NOW, THEREFORE, in order to fulfill these purposes, the following is hereby adopted.

ARTICLE I

ESTABLISHMENT OF PLAN

1.1 As of the Effective Date, the Company hereby amends and restates the RadioShack Corporation
Termination Protection Plan Level I in its entirety as set forth in this document.

ARTICLE II

DEFINITIONS

As used herein the following words and phrases shall have the following respective meanings for
purposes of the Plan unless the context clearly indicates otherwise.

2.1 Accrued Compensation. “Accrued Compensation” shall mean an amount which shall include all
amounts earned or accrued through the “Termination Date” (as hereinafter defined) but not paid as of the
Termination Date including (i)base salary, (ii)reimbursement for reasonable and necessary expenses incurred
by the “Participant” (as hereinafter defined) on behalf of the Employer during the period ending on the
Termination Date in accordance with the Employer’s business expense reimbursement policies, (iii) vacation
pay as required by law, and (iv) bonuses and incentive compensation (other than the “Pro Rata Bonus” (as
hereinafter defined)).

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2.2 Base Amount. “Base Amount” shall mean the greater of the Participant’s annual base salary (a)
at the rate in effect on the Termination Date or (b) at the highest rate in effect at any time during the ninety (90)
day period prior to the Change in Control, and shall include all amounts of the Participant’s base salary that are
deferred under the Employer’s qualified and non-qualified employee benefit plans.

2.3 Benefits Amount. “Benefits Amount” shall mean an amount equal to thirty percent (30%) of the
Participant’s Base Amount.

2.4 Board. “Board” shall mean the Board of Directors of the Company.

2.5 Bonus Amount. “Bonus Amount” shall mean the highest annual bonus paid or payable to the
Participant for any fiscal year in respect of the three (3) full fiscal years ended prior to the Change in Control.

2.6 Business Day. “Business Day” shall mean a day, other than Saturday, Sunday or other day on
which commercial banks in Fort Worth, Texas are authorized or required by applicable law to close.

2.7 Cause. The Participant’s Employer may terminate the Participant’s employment for “Cause” if the
Participant (a) has been convicted of a felony, (b) failed substantially to perform his or her reasonably assigned
duties with his or her Employer (other than a failure resulting from his or her incapacity due to physical or
mental illness), or (c) has intentionally engaged in conduct which is demonstrably and materially injurious to the
Company and/or Employer. No act, or failure to act, on the Participant’s part, shall be considered “intentional”
unless the Participant has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief
that the Participant’s action or failure to act was in the best interest of the Company and/or Employer.

2.8 Change in Control. “Change in Control” shall mean the occurrence during the “Term” (as
hereinafter defined) of any of the following events:

(a) An acquisition (other than directly from the Company) of any voting securities of the
Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such
Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding Voting
Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities
which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition
which would cause a Change in Control.

A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming
a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity

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interest is owned, directly or indirectly, by the Company (for purposes of this definition, a “Subsidiary”), (ii) the
Company or its Subsidiaries, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter
defined);

(b) The individuals who, as of the Effective Date, are members of the Board (the “Incumbent
Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the
election, or nomination for election by the Company’s stockholders, of any new director was approved by a
vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed office as a result of either an
actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a
“Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or

(c) The consummation of:

(1) A merger, consolidation, reorganization or other business combination with


or into the Company or in which securities of the Company are issued, unless

(i) the stockholders of the Company, immediately before such


merger, consolidation, reorganization or other business combination, own directly or indirectly
immediately following such merger, consolidation, reorganization or other business combination,
at least sixty percent (60%) of the combined voting power of the outstanding voting securities of
the corporation resulting from such merger or consolidation, reorganization or other business
combination (the “Surviving Corporation”) in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation, reorganization or other
business combination,

(ii) the individuals who were members of the Incumbent Board


immediately prior to the execution of the agreement providing for such merger, consolidation,
reorganization or other business combination constitute at least two-thirds of the members of the
board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly
owning a majority of the combined voting power of the outstanding voting securities of the
Surviving Corporation, or

(iii) no Person other than (i) the Company, (ii) any Subsidiary, (iii)
any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such
merger, consolidation, reorganization or other business combination was maintained by the
Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately
prior to such merger, consolidation, reorganization or other business combination had Beneficial
Ownership of fifteen percent (15%) or more of the then outstanding Voting

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Securities, has Beneficial Ownership of fifteen percent (15%) or more of the combined voting
power of the Surviving Corporation’s then outstanding voting securities, and

(iv) A transaction described in clauses (i) through (iii) shall herein


be referred to as a “Non-Control Transaction.”

(2) A complete liquidation or dissolution of the Company; or

(3) The sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than (i) any such sale or disposition that results in at least fifty percent
(50%) of the Company’s assets being owned by one or more subsidiaries or (ii) a distribution to the
Company’s stockholders of the stock of a subsidiary or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any
Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the
then outstanding Voting Securities (X) as a result of the acquisition of Voting Securities by the
Company which, by reducing the number of Voting Securities outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would
occur (but for the operation of this subsection (X)) as a result of the acquisition of Voting Securities by
the Company, and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall
occur, or (Y) and such Subject Person (1) within fourteen (14) Business Days (or such greater period of
time as may be determined by action of the Board) after such Subject Person would otherwise have
caused a Change in Control (but for the operation of this clause (Y)), such Subject Person notifies the
Board that such Subject Person did so inadvertently, and (2) within seven (7) Business Days after such
notification (or such greater period of time as may be determined by action of the Board), such Subject
Person divests itself of a sufficient number of Voting Securities so that such Subject Person is no longer
the Beneficial Owner of more than the permitted amount of the outstanding Voting Securities.

(d) Notwithstanding anything contained in the Plan to the contrary, if the Participant’s
employment is terminated during the Term but within one (1) year prior to a Change in Control and the
Participant reasonably demonstrates that such termination (i) was at the request of a third party who has
indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates
a Change in Control (a “Third Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a
Change in Control which actually occurs, then for all purposes of the Plan, the date of a Change in Control with
respect to the Participant shall mean the date immediately prior to the date of such termination of the
Participant’s employment.

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2.9 Code. “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder, as amended. Any references to Code sections or related Treasury
Regulations are intended to include any successor provisions thereto.

2.10 Company. “Company” shall mean RadioShack Corporation and shall include its “Successors
and Assigns” (as hereinafter defined).

2.11 Disability. “Disability” shall mean a physical or mental infirmity which impairs the Participant’s
ability to substantially perform his or her duties with his or her Employer for a period of one hundred eighty
(180) consecutive days and the Participant has not returned to his or her full time employment prior to the
Termination Date as stated in the “Notice of Termination” (as hereinafter defined).

2.12 Effective Date. “Effective Date” shall be December 31, 2008.

2.13 Eligible Emp1oyee. “Eligible Employee” shall mean any officer of the Company on the day on
which the Change in Control of the Company occurs, other than those officers who are parties to a Termination
Protection Agreement with the Company or any Subsidiary.

2.14 Employer. “Employer” shall mean the Company or its divisions or its “Subsidiaries” (as
hereinafter defined) with whom the Eligible Employee is employed.

2.15 Good Reason. “Good Reason” shall mean the occurrence after a Change in Control of any of
the events or conditions described in Subsections (i) and (ii) hereof:

(i) the failure by the Employer to (A) comply with the provisions of
Section 4.2(a) or (B) pay or provide compensation or benefits pursuant to the terms of Section
4.3, in either case, within fifteen (15) days of the date notice of such failure is given to the
Employer; and

(ii) the failure of the Company and/or the Employer to obtain an


agreement from any Successor or Assign of the Company, to assume and agree to perform the
Plan, as contemplated in Section 9.1 hereof, within thirty (30) days after the Change in Control.

Any event or condition described in this Section 2.15(i) and (ii) which occurs during the Term but within one (1)
year prior to a Change in Control but which the Participant reasonably demonstrates (A) was at the request of
a Third Party or (B) otherwise arose in connection with or in anticipation of a Change in Control which actually
occurs, shall constitute Good Reason for purposes of the Plan notwithstanding that it occurred prior to the
Change in Control.

2.16 Notice of Termination. Following a Change in Control, “Notice of Termination” shall mean a
notice of termination of the Participant’s employment from the Employer which indicates the specific
termination provision in the Plan relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Participant’s employment under the provision
so indicated.

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2.17 Participant. “Participant” shall mean an Eligible Employee who satisfies the requirements of
Section 3.1 and who has not ceased to be a Participant pursuant to Section 3.2.

2.18 Payroll Date. “Payroll Date” shall mean each regularly scheduled date during Participant’s
employment on which base salary payments are made and after a Termination Date, each regularly scheduled
date on which such payments would be made if employment continued.

2.19 Plan. “Plan” shall mean the Second Amended and Restated RadioShack Corporation
Termination Protection Plan Level I.

2.20 Pro-Rata Bonus. “Pro-Rata Bonus” shall mean the Bonus Amount multiplied by a fraction, the
numerator of which is the number of days in the Company’s fiscal year through and including the Participant’s
Termination Date and the denominator of which is 365.

2.21 Subsidiary or Subsidiaries. “Subsidiary” or “Subsidiaries” shall mean any corporation in which
the Company owns, directly or indirectly, 50% or more of the total voting power of the corporation’s outstanding
voting securities and any other corporation designated by the Board as a Subsidiary.

2.22 Successors and Assigns. “Successors and Assigns” as used herein shall mean a corporation
or other entity acquiring all or substantially all the assets and business of the Company (including the Plan)
whether by operation of law or otherwise.

2.23 Term. “Term” shall mean the period of time the Plan remains effective as provided in Section
10.1.

2.24 Termination Date. “Termination Date” shall mean in the case of the Participant’s death, his or
her date of death, in the case of Good Reason, his or her last day of employment and in all other cases, the
date specified in the Notice of Termination; provided, however, if the Participant’s employment is terminated
by the Employer for Cause or due to Disability, the date specified in the Notice of Termination shall be at least
30 days from the date the Notice of Termination is given to the Participant; provided further, however, that no
such Notice of Termination shall be effective in the case of Disability unless the Participant shall not have
returned to the full-time performance of his or her duties during the 30-day notice period.

2.25 Vested Benefits. “Vested Benefits” shall mean any base salary or prior year’s bonus or incentive
compensation earned but unpaid prior to the Termination Date (other than as a result of deferral made at the
Participant’s election) and any amounts which are or become vested or which the Participant is otherwise
entitled to under the terms of any plan, policy, practice or program of, or any contract or agreement with, the
Company or any Subsidiary, at or subsequent to the Termination Date without regard to the performance of
further services by the Participant or the resolution of a contingency; provided that the Plan shall in no event be
deemed to modify, alter or amend the terms of any such plan, policy, practice or program of, or any contract or
agreement with, the Company or any Subsidiary.

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ARTICLE III

ELIGIBILITY

3.1 Participation. Each employee shall become a Participant in the Plan immediately upon becoming
an Eligible Employee.

3.2 Duration of Participation. A Participant shall cease to be a Participant in the Plan if he or she
ceases to be an Eligible Employee of the Employer at any time prior to a Change in Control. A Participant
entitled to receive any amounts set forth in this Plan shall remain a Participant in the Plan until all amounts he or
she is entitled to have been paid to him or her.

ARTICLE IV

TERMS OF EMPLOYMENT

4.1 Employment Period. The Employer agrees to continue the Participant in its employ, subject to the
terms and conditions of this Plan, for the period commencing on the first date on which a Change in Control
occurs during the Term (the “Change in Control Date”) and ending on the second anniversary of such date (the
“Employment Period”).

4.2 Position and Duties.

(a) During the Employment Period, (A) the Participant’s position (including status, offices, titles
and reporting requirements), authority, duties and responsibilities shall be commensurate in all material
respects with those held, exercised and assigned immediately preceding the Change in Control Date (or, if
changed at the request of the third party initiating the Change in Control, then the position, authority, duties and
responsibilities in effect immediately prior to such change) and (B) the Participant’s services shall be
performed at the location where the Participant was employed preceding the Change in Control Date or any
office or location within a twenty mile radius of such location, except for reasonably required travel on the
Employer’s business which is not materially greater than such travel requirements prior to the Change in
Control.

(b) During the Employment Period, and excluding any periods of vacation and sick leave to
which the Participant is entitled, the Participant shall devote reasonable attention and time during normal
business hours to the business and affairs of the Employer and to discharge the responsibilities assigned to
the Participant. During the Employment Period, Participant may (A) serve on civic or charitable boards or
committees of not-for-profit or similar organizations, (B) teach, and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the Participant’s responsibilities as an
employee of the Employer. To the extent that any such activities have been conducted by the Participant prior
to the Change in Control Date, the continued conduct of such activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the Change in Control Date shall not thereafter be deemed to
interfere with the performance of the Participant’s responsibilities to the Employer.

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4.3 Compensation.

(a) Base Salary. During the Employment Period, the Participant shall receive an annual base
salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest
monthly base salary paid or payable, including any base salary which has been earned but deferred, to the
Participant by the Employer and its affiliated companies in respect of the ninety (90) day period immediately
preceding the Change in Control Date. During the Employment Period, the Annual Base Salary shall be
reviewed no more than twelve months after the last salary increase awarded to the Participant prior to the
Change in Control Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Participant under the Plan. Annual Base Salary shall not be reduced
after any such increase and the term Annual Base Salary as utilized in the Plan shall refer to Annual Base
Salary as so increased. As used in this Plan, the term “affiliated companies” shall include any company
controlled by, controlling or under common control with the Employer.

(b) Annual Bonus. In addition to Annual Base Salary, the Participant shall be entitled to
participate, with respect to each fiscal year ending during the Employment Period, in the Employer’s annual
bonus plan, under terms (including measures of performance, targets and payout potential) at least as
favorable as the terms under such bonus plan as in effect immediately prior to the Change in Control Date (or,
if changed at the request of the third party initiating the Change in Control, then the annual bonus plan in effect
immediately prior to such change) (the “Annual Bonus”). Each such Annual Bonus shall be paid within forty-five
(45) days following the end of the fiscal year for which the Annual Bonus is awarded, unless the Participant
shall elect to defer the receipt of such Annual Bonus.

(c) Incentive, Savings and Retirement Plans. During the Employment Period, the Participant
shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs
applicable generally to other peer executives of the Employer and its affiliated companies, but in no event shall
such plans, practices, policies and programs provide the Participant with incentive opportunities (measured
with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities or retirement benefit opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Employer and its affiliated companies for the
Participant under such plans, practices, policies and programs as in effect on the Change in Control Date (or,
if changed at the request of the third party initiating the Change in Control, then such plans, practices, policies
and programs as in effect immediately prior to such change) or if more favorable to the Participant, those
provided generally during the two year Employment Period following the Change in Control Date to other peer
executives of the Company and its affiliated companies.

(d) Stock Options and Other Equity Grants. During each year of the Employment Period, the
Participant shall receive either (A) stock option grants pursuant to the Company’s 1997 Incentive Stock Plan,
the 1999 Incentive Stock Plan or the 2001 Incentive Stock Plan (or any successor or new plan) for each fiscal
year ending during the Employment

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Period equal to the highest number and value to those granted to Participant for the year in which the Change
in Control occurs (the “Stock Option Valuation”), or (B) if such Plan or Plans do not exist, then an amount in
cash equal to the Stock Option Valuation amount, which amount shall be subject to any vesting schedule and
other terms and conditions applicable to such grants in the year in which the Change in Control occurred. In
addition, during the Employment Period, the Participant shall receive restricted stock grants pursuant to the
Company’s 1997 Incentive Stock Plan or any successor or new plan for each fiscal year during the
Employment Period equal to the highest number and value to those granted to Participant for the year in which
the Change in Control occurs (the “RSO Valuation”), or (B) if such Plan or Plans do not exist, then an amount in
cash equal to the RSO Valuation amount, which amount shall be subject to any vesting schedule and other
terms and conditions applicable to such grants in the year in which the Change in Control occurred.

(e) Welfare Benefit Plans. During the Employment Period, the Participant and/or the
Participant’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs provided by the Employer and its affiliated companies
(including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable generally to other peer executives
of the Employer and its affiliated companies, but in no event shall such plans, practices, policies and programs
provide the Participant with benefits which are less favorable, in the aggregate, than the most favorable of such
plans, practices, policies and programs in effect for the Participant on the Change in Control Date (or, if
changed at the request of the third party initiating the Change in Control, then such plans, practices, policies
and programs as in effect immediately prior to such change) or, if more favorable to the Participant, those
provided generally at any time after the Change in Control Date to other peer executives of the Company and
its affiliated companies.

(f) Expenses. During the Employment Period, the Participant shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Participant in accordance with the most
favorable policies, practices and procedures of the Employer and its affiliated companies in effect for the
Participant on the Change in Control Date (or, if changed at the request of the third party initiating the Change
in Control, then such policies, practices and procedures as in effect immediately prior to such change) or, if
more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies. All reimbursements of eligible expenses under this
provision shall be made no later than the last day of the Participant’s tax year following the taxable year in
which the expenses were incurred. The amount of expenses eligible for reimbursement under this provision in
any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar
year, and a Participant’s right to reimbursement shall not be subject to liquidation or exchange for any other
benefit. In all events, reimbursement shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv).

(g) Fringe Benefits. During the Employment Period, the Participant shall be entitled to fringe
benefits, or cash payments in lieu of such fringe benefits, in accordance with the most favorable plans,
practices, programs and policies of the Employer and its affiliated companies in effect for the Participant on
the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then
such plans, practices, programs and policies as in effect immediately prior to such change) or, if more
favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of
the Employer and its affiliated companies.

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(h) Office and Support Staff. During the Employment Period, the Participant shall be entitled to
an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to the Participant by the Employer
and its affiliated companies on the Change in Control Date (or, if changed at the request of the third party
initiating the Change in Control, then such office(s), furnishing, other appointments and assistance as in effect
immediately prior to such change) or, if more favorable to the Participant, as provided generally at any time
thereafter with respect to other peer executives of the Employer and its affiliated companies.

(i) Vacation. During the Employment Period, the Participant shall be entitled to paid vacation
in accordance with the most favorable plans, policies, programs and practices of the Employer and its
affiliated companies as in effect for the Participant on the Change in Control Date (or, if changed at the
request of the third party initiating the Change in Control, then such plans, practices, programs and policies as
in effect immediately prior to such change) or, if more favorable to the Participant, as in effect generally at any
time thereafter with respect to other peer executives of the Employer and its affiliated companies.

(j) Indemnification. The Employer shall indemnify the Participant and hold the Participant
harmless to the fullest extent permitted by applicable law and under the by-laws of the Employer against and in
respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including
reasonable attorneys’ fees), losses, and damages resulting from the Participant’s good faith performance of
the Participant’s duties and obligations with the Employer. This provision is in addition to any other rights of
indemnification the Participant may have pursuant to any indemnification agreement or other agreement, if
any, between the Participant and the Employer.

ARTICLE V

TERMINATION BENEFITS

5.1 Payment of Accrued Compensation. In the event that a Participant’s employment with his or her
Employer is terminated following a Change in Control during the Term (a) by reason of the Participant’s death,
(b) by his or her Employer for Cause or Disability, or (c) by the Participant without Good Reason, the
Participant shall be entitled to receive and the Company shall pay, his or her Accrued Compensation and, if
such termination is other than by his or her Employer for Cause, a Pro Rata Bonus.

5.2 Payment in Event of Certain Terminations of Employment. In the event that a Participant’s
employment with his or her Employer is terminated following a Change in Control during the Term by the
Participant or by his or her Employer for any reason other than as specified in Section 5.1, the Participant shall
be entitled to receive under the Plan, a cash payment equal to the sum of:

(a) his or her Accrued Compensation and Pro Rata Bonus,

(b) his or her Base Amount,

(c) his or her Bonus Amount, and

(d) his or her Benefits Amount.

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The amounts provided for in this Sections 5.2 shall be paid in a single lump sum cash payment as soon
as practicable after the Participant’s Termination Date, except as provided in Section 5.7 hereof, but in any
event within 75 days following the Participant’s Termination Date. Anything in this Plan to the contrary
notwithstanding, no amount payable under this Section 5.2 that is non-qualified deferred compensation subject
to Code section 409A, as determined in the sole discretion of the Company, shall be paid unless the
Participant experiences a “separation from service” within the meaning of Code section 409A (a “Separation
from Service”), and, if the Participant is a “specified employee” within the meaning of Code section 409A as of
the date of the Separation from Service (as determined in accordance with the methodology established by
the Company as in effect on the Date of Termination), shall instead be paid to the Participant on the first
business day of the seventh month following the date of the Participant’s Separation from Service or, if earlier,
the date of the Participant’s death, to the extent such delayed payment date is otherwise required in order to
avoid a prohibited distribution under Code section 409A(a)(2), or any successor provision thereto.

5.3 Mitigation. The Participant shall not be required to mitigate the amount of any payment provided
for in the Plan by seeking other employment or otherwise and no such payment shall be offset or reduced by
the amount of any compensation or benefits provided to the Participant in any subsequent employment.

5.4 Termination Pay. The payments and benefits provided for in Section 5.2(a), (b), (c) and (d) shall
reduce the amount of any cash severance or termination pay payable to the Participant under any other
Employer severance or termination plan, program, policy or practice.

5.5 Vested Benefits. In the event that a Participant’s employment with his or her Employer is
terminated following a Change in Control during the Term by the Participant or by his or her Employer, the
Employer shall pay all Vested Benefits to a Participant no later than the second Payroll Date following the
Termination Date (or such later date as may be required under Code section 409A); provided that any Vested
Benefits attributable to a plan, policy practice, program, contract or agreement shall be payable in accordance
with the terms thereof under which the amounts have accrued.

5.6 Insurance. The Employer shall cover the Participant under directors and officers liability insurance
both during and, while potential liability exists, after the Termination Date in the same amount and to the same
extent as the Employer covers its other officers or employees.

5.7 Conditions to Payments. Any payments or benefits made or provided pursuant to this Article V
(other than Accrued Compensation) are subject to the Participant’s:

(a) compliance with the provisions of Article VIII hereof;

(b) delivery to the Company of an executed Confidentiality, Nonsolicitation and General


Release Agreement (the “General Release”), which shall be substantially in the form attached hereto as Exhibit
A (with such changes therein or additions thereto as needed under then applicable law to give effect to its
intent and purpose) within twenty-one (21) days of presentation thereof by the Company to the Participant; and

(c) delivery to the Company of a resignation from all offices, directorships and fiduciary
positions with the Company, its affiliates and employee benefit plans.

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Notwithstanding the due date of any post-employment payments, any amounts due following a
termination under this Plan (other than Accrued Compensation) shall not be due until after the expiration of any
revocation period applicable to the General Release without the Participant having revoked such General
Release, and any such amounts shall be paid to the Participant within thirty (30) days of the expiration of such
revocation period without the occurrence of a revocation by the Participant (or such later date as provided
under Section 5.2 hereof; provided, however, that in no event shall a payment contemplated under Section 5.2
be paid after the 75-day period set forth in Section 5.2 hereof). Nevertheless (and regardless of whether the
General Release has been executed by the Participant), upon any termination of Participant’s employment,
Participant shall be entitled to receive any Accrued Compensation, payable within thirty (30) days after the
Participant’s Termination Date or in accordance with the applicable plan, program or policy or such later date
as may be required under Code section 409A. In the event that the Participant dies before all payments
pursuant to this Article V have been paid, all remaining payments shall be made to the beneficiary specifically
designated by the Participant in writing prior to his death, or, if no such beneficiary was designated (or the
Employer is unable in good faith to determine the beneficiary designated), to his or her personal
representative or estate.

ARTICLE VI

TERMINATION OF EMPLOYMENT

6.1 Notice of Termination Required. Following a Change in Control, any purported termination of the
Participant’s employment by the Employer shall be communicated by Notice of Termination to the
Participant. For purposes of the Plan, no such purported termination shall be effective without such Notice of
Termination.

ARTICLE VII

LIMITATION ON PAYMENTS BY THE COMPANY

7.1 Excise Tax Limitation.

(a) Notwithstanding anything contained in the Plan to the contrary, to the extent that the
payments and benefits provided under the Plan and benefits provided to, or for the benefit of, the Participant
under any other Employer plan or agreement (such payments or benefits are collectively referred to as the
“Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code,
the Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Payments would
result in the Participant retaining a larger amount, on an after-tax basis (taking into account federal, state and
local income taxes and the Excise Tax), than if the Participant received all of the Payments (such reduced
amount is hereinafter referred to as the “Limited Payment Amount”). Unless the Participant shall have given
prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the
Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits
which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse
order beginning with payments or benefits which are to be paid the farthest in time from the “Determination”
(as hereinafter defined). Any notice given by the Participant pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement governing the Participant’s rights
and entitlements to any benefits or compensation.

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(b) An initial determination as to whether the Payments shall be reduced to the Limited
Payment Amount pursuant to the Plan and the amount of such Limited Payment Amount shall be made by an
accounting firm at the Company’s expense selected by the Company which is designated as one of the five (5)
largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its
determination (the “Determination”), together with detailed supporting calculations and documentation to the
Company and the Participant within five (5) days of the Termination Date if applicable, or such other time as
requested by the Company or by the Participant (provided the Participant reasonably believes that any of the
Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is
payable by the Participant with respect to a Payment or Payments, it shall furnish the Participant with an
opinion reasonably acceptable to the Participant that no Excise Tax will be imposed with respect to any such
Payment or Payments. Within ten (10) days of the delivery of the Determination to the Participant, the
Participant shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the
Determination shall be binding, final and conclusive upon the Company and the Participant subject to the
application of Paragraph 7.1(c) below.

(c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is
possible that the Payments to be made to, or provided for the benefit of, the Participant either have been
made or will not be made by the Company which, in either case, will be inconsistent with the limitations
provided in Section 7.1(a) (hereinafter referred to as an “Excess Payment” or “Underpayment”, respectively). If
it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”)
proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such
Excess Payment shall be deemed for all purposes to be a loan to the Participant made on the date the
Participant received the Excess Payment and the Participant shall repay the Excess Payment to the Company
on demand (but not less than ten (10) days after written notice is received by the Participant) together with
interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code)
from the date of the Participant’s receipt of such Excess Payment until the date of such repayment. In the
event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by
the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant
to a determination by a court, or (iii) upon the resolution to the Participant’s satisfaction of the Dispute, that an
Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Participant
within ten (10) days of such determination or resolution together with interest on such amount at the Applicable
Federal Rate from the date such amount would have been paid to the Participant until the date of payment.

ARTICLE VIII

PARTICIPANT COVENANTS

8.1 Confidentiality and Nonsolicitation Agreement. As a condition to receiving the right to receive any
benefits under the Plan, each Participant shall enter into and comply with a Confidentiality, Nonsolicitation and
General Release Agreement with the Company, substantially in the form of Exhibit A hereto.

ARTICLE IX

SUCCESSORS AND ASSIGNS

9.1 Successors and Assigns.

(a) The Plan shall be binding upon and shall inure to the benefit of the Company and the
Employer. The Company and the Employer shall require any Successor or Assign to expressly assume and
agree to perform the Plan in the same manner and to the same extent that the Company and/or the Employer
would be required to perform it if no such succession or assignment had taken place.

(b) Neither the Plan nor any right or interest hereunder shall be assignable or transferable by
the Participant, his or her beneficiaries or legal representatives, except by will or by the laws of descent and
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distribution; provided, however, that the Plan shall inure to the benefit of and be enforceable by the
Participant’s legal personal representative.

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9.2 Sale of Business or Assets. Notwithstanding anything contained in the Plan to the contrary, if a
Participant’s employment with his or her Employer is terminated in connection with the sale, divestiture or other
disposition of any Subsidiary or division of the Company (or part thereof) such termination shall not be a
termination of employment of the Participant for purposes of the Plan and the Participant shall not be entitled to
benefits from the Company under the Plan as a result of such sale, divestiture, or other disposition, or as a
result of any subsequent termination of employment, provided that (a) the Participant is offered employment by
the purchaser or acquiror of such Subsidiary or division (or part thereof) and (b) the Company obtains an
agreement from such purchaser or acquiror to perform the Company’s and/or Employer’s obligations under
the Plan, in the same manner, and to the same extent that the Company and/or the Employer would be
required to perform if no such purchase or acquisition had taken place. In such circumstances, the purchaser
or acquiror shall be solely responsible for providing any benefits payable under the Plan to any such
Participant.

ARTICLE X

TERM, AMENDMENT AND PLAN TERMINATION

10.1 Term. The Plan shall continue in effect for a period of two (2) years commencing on the Effective
Date and shall be automatically extended for one (1) year on the first anniversary of the Effective Date and on
each anniversary of the Effective Date thereafter unless the Company shall have delivered a written notice to
each Participant at least ninety (90) days prior to any extension that the Plan shall not be so extended;
provided, however, that if a Change in Control occurs while the Plan is in effect, the Plan shall not end prior to
the expiration of two (2) years following the Change in Control.

10.2 Amendment and Termination. Subject to Section 10.1, the Plan may be terminated or amended
in any respect by resolution adopted by two-thirds (2/3) of the members of the Incumbent Board; provided,
however, that no such amendment or termination of the Plan during the Term may be made (a) at the request
of a Third Party, or (b) otherwise in connection with, or in anticipation of, a Change in Control; and provided,
further, however, that the Plan no longer shall be subject to amendment, change, substitution, deletion,
revocation or termination in any respect whatsoever following a Change in Control. Notwithstanding the
preceding sentence, the Board may amend the Plan and any awards under the Plan at any time without the
consent of any Participant, to the extent the Board deems such amendment to be necessary to comply with the
requirements of any applicable tax laws, securities laws, accounting rules and other applicable state and
federal laws.

10.3 Form of Amendment. The form of any amendment or termination of the Plan shall be a written
instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or
termination has been approved by the Board in accordance with Section 10.2.

ARTICLE XI

MISCELLANEOUS

11.1 Contractual Right. Upon and after a Change in Control, each Participant shall have a fully
vested, non-forfeitable contractual right, enforceable against the Company, to the benefits provided for under
Sections 5.1, 5.2, 5.6 and 5.7 of the Plan upon satisfaction of the applicable conditions specified in those
Sections.

11.2 Employment Status. Prior to a Change in Control, each Eligible Employee shall continue in his
or her status as an employee-at-will and the Plan does not constitute a contract of employment or impose on
the Employer any obligation to (a) retain the Participant, (b) make any payments upon termination of
employment, (c) change the status of the Participant’s employment or (d) change any employment policies of
the Employer.
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11.3 Notice. For the purposes of the Plan, notices and all other communications provided for in the
Plan (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by a nationally recognized overnight delivery service or by certified mail,
return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to
the other, provided that all notices to the Company and/or the Employer shall be directed to the attention of the
Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have
been received on the date of delivery thereof or on the third business day after the sending thereof, except that
notice of change of address shall be effective only upon receipt.

11.4 Non-exclusivity of Rights. Except as provided in Section 5.4, nothing in the Plan shall prevent or
limit the Participant’s continuing or future participation in any benefit, bonus, incentive or other plan or program
provided by the Company and/or the Employer for which the Participant may qualify, nor shall anything herein
limit or reduce such rights as the Participant may have under any other agreements with the Company and/or
the Employer. Amounts which are Vested Benefits or which the Participant is otherwise entitled to receive
under any plan or program of the Company and/or the Employer shall be payable in accordance with such plan
or program, except as explicitly modified by the Plan. No additional compensation provided under any benefit
or compensation plans to the Participant shall be deemed to modify or otherwise affect the terms of the Plan or
any of the Participant’s entitlements hereunder.

11.5 Settlement of Claims. The Company’s obligation to make the payments provided for in the Plan
and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including
without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company and/or
Employer may have against the Participant or others.

11.6 Trust. All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded and
the benefits hereunder shall be paid only from the general assets of the Company; provided, however,
notwithstanding anything contained in the Plan to the contrary, nothing herein shall prevent or prohibit the
Company from establishing a trust or other arrangement for the purpose of providing for the payment of the
benefits payable under the Plan.

11.7 Waiver or Discharge. No provision of the Plan may be waived or discharged unless such waiver
or discharge is agreed to in writing and signed by the Participant, the Employer and the Company. No waiver
by either the Company, the Employer or any Participant at any time of any breach by either the Company, the
Employer or any Participant of, or compliance with, any condition or provision of the Plan to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.

11.8 Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE


OF THE PLAN SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED, HOWEVER, THAT IN ANY ACTION INVOLVING
A PARTICIPANT, THE COMPANY AND/OR THE EMPLOYER WITH RESPECT TO ANY CLAIM OR
ASSERTION THAT THE PARTICIPANT’S EMPLOYMENT WAS PROPERLY TERMINATED FOR CAUSE,
THE COMPANY AND/OR THE EMPLOYER HAS THE
BURDEN OF PROVING THAT THE PARTICIPANT’S EMPLOYMENT WAS PROPERLY TERMINATED FOR
CAUSE.

11.9 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not
affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect,
and any prohibition or unenforceability in any jurisdiction, shall not invalidate or render unenforceable such
provision in any other jurisdiction.

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11.10 Legal Fees. Following a Change in Control, the Company shall pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by the Participant as they become
due as a result of (a) the Participant’s termination of employment (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination of employment), or (b) the Participant’s seeking to
obtain or enforce any right or benefit provided by the Plan (including any such fees and expenses incurred in
connection with the Dispute) or by any other plan or arrangement maintained by the Company and/or Employer
under which the Participant is or may be entitled to receive benefits; provided however, that the circumstances
set forth in clauses (a) and (b) (other than as a result of the Participant’s termination of employment under
circumstances described in Section 2.8(d)) occurred on or after a Change in Control.

11.11 Forum. Any suit brought under the Plan shall be brought in the appropriate state or federal
court for Tarrant County, Texas.

11.12 Withholding. The Company may withhold from any amounts payable under the Plan such
Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.

11.13 Code Section 409A. It is intended that the Plan and the Board’s exercise of authority or
discretion hereunder shall comply with the provisions of Code section 409A and the Treasury Regulations
relating thereto so as not to subject a Participant to the payment of interest and tax penalty which may be
imposed under Code section 409A. In furtherance of this interest, to the extent that any regulations or other
guidance issued under Code section 409A after the Effective Date would result in a Participant being subject
to payment of interest and tax penalty under Code section 409A, the Board may amend the Plan, without the
Participant’s consent, including with respect to the timing of payment of benefits, in order to avoid the
application of or to comply with the requirements of Code section 409A; provided, however, that the Company
makes no representation that compensation or benefits payable under this Plan shall be exempt from or
comply with Code section 409A and makes no representation to preclude Code section 409A from applying
to the compensation or benefits payable under the Plan.

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EXHIBIT A

FORM OF CONFIDENTIALITY, NONSOLICITATION AND GENERAL

RELEASE AGREEMENT

This Confidentiality, Nonsolicitation and General Release Agreement (this "Agreement"), dated
___________, 200__ is between RadioShack Corporation, a Delaware corporation (the "Company"), and
_____________ (the "Participant") (collectively the “Parties”).

NOW THEREFORE, for valuable consideration, the adequacy which is hereby acknowledged, the
Parties agree as follows:

1. Separation of Employment with the Company.

a. Effective _______, 200__ (the “Termination Date”), Participant is terminated and separated from
his/her position as ____________________________________________ of the Company, and Participant
thereby relinquishes and resigns from all officer and director positions, all other titles, and all authorities with
respect to the Company or any affiliated entity of the Company and shall be deemed terminated and
separated from employment with the Company for all purposes.

b. As consideration to Participant for this Agreement, the Company agrees to pay Participant his/her
Accrued Compensation and Pro Rata Bonus, Base Amount, Bonus Amount and Benefits Amount in
accordance with the Company’s Amended and Restated Termination Protection Plan Level 1 (the “Plan”);
provided, however, Participant does not exercise his/her right of revocation under Section 6. hereof.

c. This Agreement shall be construed in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise
expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set
forth in the Plan.

2. Covenants Not to Solicit or Interfere.

a. During the period of time equal to twelve (12) months after the Termination Date, Participant shall
not, either directly or indirectly, within the United States of America or any country of the world in which the
Company sells, imports, exports, assembles, packages or furnishes its products, articles, parts, supplies,
accessories or services or is causing them to be sold, imported, exported, assembled, packaged or furnished
through related entities, representatives, agents, or otherwise:

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i. solicit or induce, or attempt to solicit or induce, any employee of the Company, current or
future, to leave or cease their relationship with the Company, for any reason whatsoever, or hire any current or
future employee of the Company; or

ii. solicit or attempt to solicit the Company’s existing or prospective customers to purchase
services or products that are competitive with those manufactured, designed, programmed, serviced,
repaired, rented, marketed, offered for sale and/or under any stage of development by the Company as of the
date of Participant’s separation from the Company. For purposes of this Agreement, existing customers shall
mean those persons or firms that the Company has made a sale to in the twelve (12) months preceding
Participant’s separation from employment; and prospective customers shall mean those persons or firms
whom the Company has solicited and/or negotiated to sell the Company’s products, articles, parts, supplies,
accessories or services to within the twelve (12) months preceding Participant’s separation from the
Company.

b. Participant acknowledges that the Company conducts its business on an international level and has
customers throughout the United States and many other countries, and that the geographic restriction on
solicitation is therefore fair and reasonable.

3. Confidential Information.

a. For purposes of this Agreement, “Confidential Information” includes any and all information and
trade secrets, whether written or otherwise, relating to the Company’s business, property, products, services,
operations, sales, prospects, research, customers, business relationships, business plans and finances.

b. Participant acknowledges that while employed at the Company, Participant has had access to
Confidential Information. Participant further acknowledges that the Confidential Information is of great value to
the Company and that its improper disclosure will cause the Company to suffer damages, including loss of
profits.

c. Participant shall not at any time or in any manner use, copy, disclose, divulge, transmit, convey,
transfer or otherwise communicate any Confidential Information to any person or entity, either directly or
indirectly, without the Company's prior written consent.

d. Participant acknowledges that all of the information described in subsection (a) above is
“Confidential Information,” which is the sole and exclusive property of the Company. Participant acknowledges
that all Confidential Information was revealed to Participant in trust, based solely upon the confidential
employment relationship then existing between the Company and Participant. Participant agrees: (1) that all
writings or other records concerning Confidential Information are the sole and exclusive property of the
Company; (2) that all manuals, forms, and supplies furnished to or used by Participant and all data or
information placed thereon by Participant or any other person are the Company’s sole and exclusive property;
(3) that, upon execution of this Agreement, or upon request of the Company at any time, Participant shall
deliver to the Company all such writings, records, forms, manuals, and supplies and all copies of such; (4) that
Participant will not make or retain any copies of such for his/her own or personal

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use, or take the originals or copies of such from the offices of the Company; and (5) that Participant will not, at
any time, publish, distribute, or deliver any such writing or records to any other person or entity, or disclose to
any person or entity the contents of such records or writings or any of the Confidential Information.

e. Participant acknowledges that he/she has not disclosed in the past, and agrees not to disclose in
the future, to the Company any confidential information or trade secrets of former employers or other entities
Participant has been associated with.

4. Non-Disparagement. Each of Participant and the Company (for purposes hereof, “the Company” shall
mean only (i) the Company by press release or other formally released announcement and (ii) the executive
officers and directors thereof and not any other employees) agrees not to make any public statements that
disparage the other party, or in the case of the Company, its respective affiliates, employees, officers,
directors, products, articles, parts, supplies, accessories or services. Notwithstanding the foregoing,
statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including,
without limitation, depositions in connection with such proceedings) shall not be subject to this Section 3.

5. Injunctive Relief; Damages. Participant acknowledges that any breach of this Agreement will cause
irreparable injury to the Company and that money damages alone would be inadequate to compensate
it. Upon a breach or threatened breach by Participant of any of this Agreement, the Company shall be entitled
to a temporary restraining order, preliminary injunction, permanent injunction or other relief restraining
Participant from such breach without posting a bond. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies for such breach or threatened breach, including recovery of
damages from Participant.

6. General Release

a. The Participant, for himself/herself, his/her spouse, heirs, administrators, children, representatives,
executors, successors, assigns, and all other persons claiming through Participant, if any (collectively,
“Releasers”), knowingly and voluntarily releases and forever discharges the Company, its affiliates,
subsidiaries, divisions, successors and assigns and the current, future and former employees, officers,
directors, trustees and agents thereof, from any and all claims, causes of action, demands, fees and liabilities
of any kind whatsoever, whether known and unknown, against the Company, that Participant has, has ever had
or may have as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:

● The National Labor Relations Act, as amended;

● Title VII of the Civil Rights Act of 1964, as amended;

● The Civil Rights Act of 1991;

● Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

● The Employee Retirement Income Security Act of 1974, as amended;

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● The Immigration Reform and Control Act, as amended;

● The Americans with Disabilities Act of 1990, as amended;

● The Age Discrimination in Employment Act of 1967, as amended;

● The Older Workers Benefit Protection Act of 1990;

● The Worker Adjustment and Retraining Notification Act, as amended;

● The Occupational Safety and Health Act, as amended;

● The Family and Medical Leave Act of 1993;

● The Equal Pay Act;

● The Texas Labor Code;

● The Texas Commission on Human Rights Act;

● The Texas Pay Day Act;

● Chapter 38 of the Texas Civil Practices and Remedies Code;

● Any other federal, state or local civil or human rights law or any other local, state or federal
law, regulation or ordinance;

● Any provisions of the State of Texas or Federal Constitutions; or

● Any public policy, contract, tort, or common law.

Notwithstanding anything herein to the contrary, this Agreement shall not apply to: (i) Participant’s rights
of indemnification and directors’ and officers’ liability insurance coverage to which he/she was entitled
immediately prior to the Termination Date hereof with regard to his/her service as an officer of the Company;
(ii) Participant’s rights under any tax-qualified pension, claims for accrued vested benefits under any other
employee benefit plan, policy or arrangement maintained by the Company or under COBRA, and benefits
which must be provided to Participant pursuant to the terms of any employee benefit plan of the Company;
(iii) Participant’s rights under the provisions of the Plan which are intended to survive termination of
employment; or (iv) Participant’s rights as a stockholder. Excluded from this Agreement are any claims which
cannot be waived by law.

b. Participant acknowledges and recites that:

(i) Participant has executed this Agreement knowingly and voluntarily;

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(ii) Participant has read and understands this Agreement in its entirety, including the waiver of
rights under the Age Discrimination in Employment Act;

(iii) Participant has been advised and directed orally and in writing (and this subparagraph (b)
constitutes such written direction) to seek legal counsel and any other advice he/she wishes with respect to the
terms of this Agreement before executing it;

(iv) Participant has sought such counsel, or freely and voluntarily waives the right to consult with
counsel, and Participant has had an opportunity, if he/she so desires, to discuss with counsel the terms of this
Agreement and their meaning;

(v) Participant enters into this Agreement knowingly and voluntarily, without duress or reservation
of any kind, and after having given the matter full and careful consideration; and

(vi) Participant has been offered 21 calendar days after receipt of this Agreement to consider its
terms before executing it. If Participant has not executed this Agreement within 21 days after receipt, this
Agreement shall be unenforceable and null and void.

c. Participant shall have 7 days from the date hereof to revoke this Agreement by providing written
notice of the revocation as set forth in Section 5, below, in which event this Agreement shall be unenforceable
and null and void.

d. 21 DAYS TO SIGN; 7-DAY REVOCATION PERIOD. PARTICIPANT UNDERSTANDS THAT


HE/SHE MAY TAKE UP TO 21 CALENDAR DAYS FROM THE DATE OF RECEIPT OF THIS AGREEMENT
TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT. FULLY UNDERSTANDING PARTICIPANT’S
RIGHT TO TAKE 21 DAYS TO CONSIDER SIGNING THIS AGREEMENT, AND AFTER HAVING
SUFFICIENT TIME TO CONSIDER PARTICIPANT’S OPTIONS, PARTICIPANT HEREBY WAIVES HIS/HER
RIGHT TO TAKE THE FULL 21 DAY PERIOD. PARTICIPANT FURTHER UNDERSTANDS THAT HE/SHE
MAY REVOKE THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) CALENDAR DAYS AFTER
SIGNING IT, AND THAT THIS AGREEMENT SHALL NOT BECOME BINDING UNTIL THE SEVEN (7) DAY
REVOCATION PERIOD HAS PASSED.

e. To revoke this Agreement, Participant must send a written statement of revocation to:

RadioShack Corporation
MS CF5-121
300 RadioShack Circle
Fort Worth, TX 76102
Attn: Vice President-Human Resources

The revocation must be received no later than 5:00 p.m. on the seventh day following Participant’s
execution of this Agreement.

7. Cooperation. Participant agrees to cooperate with the Company, and its financial and legal advisors,
and/or government officials, in any claims, investigations, administrative proceedings, lawsuits, and other
legal, internal or business matters, as reasonably requested by the Company. Also, to the extent Participant
incurs travel or other expenses with respect to such activities, the Company will reimburse his/her for such
reasonable expenses documented and approved in accordance with the Company’s then current travel policy.

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8. No Admission. This Agreement shall not in any way be construed as an admission by the Company of
any act of discrimination or other unlawful act whatsoever against Participant or any other person, and the
Company specifically disclaims any liability to or discrimination against Participant or any other person on the
part of itself, its employees, or its agents.

9. Severability. It is the desire and intent of the Parties that the provisions of this Agreement shall be
enforced to the fullest extent permissible. Accordingly, if any provision of this Agreement shall prove to be
invalid or unenforceable, the remainder of this Agreement shall not be affected, and in lieu, a provision as
similar in terms as possible shall be added.

10. Entire Agreement. This Agreement, together with the documents incorporated herein by reference,
represents the entire agreement between the parties with respect to the subject matter hereof and this
Agreement may not be modified by any oral or written agreement unless same is in writing and signed by both
parties.

11. Governing Law. This Agreement shall be governed by the internal laws (and not the choice of law
principles) of the State of Texas, except for the application of pre-emptive federal law.

12. Survival. Participant's obligations under this Agreement shall survive the termination of Participant's
employment and shall thereafter be enforceable whether or not such termination is later claimed or found to be
wrongful or to constitute or result in a breach of any contract or of any other duty owed to Participant.

13. Amendments; Waiver. This Agreement may not be altered or amended, and no right hereunder may
be waived, except by an instrument executed by each of the Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

THE COMPANY:

RadioShack Corporation, for itself and its subsidiaries

By:
Its:

PARTICIPANT:

_________________________________________

Name:
_________________________________________

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Exhibit 10.56

FIRST AMENDED AND RESTATED


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RADIOSHACK CORPORATION
OFFICERS’ SEVERANCE PROGRAM

1. PURPOSE OF PROGRAM. The purpose of the RadioShack Corporation Officers’ Severance


Program (the “Program”)is to retain well-qualified individuals as officers of RadioShack Corporation, and to
provide a benefit to each such individual if his/her employment is terminated prior to the third anniversary of the
Effective Date (as defined below), under qualifying circumstances. The Program is intended to qualify as a
“top-hat” plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in that it is
intended to be an “employee benefit plan” (as such term is defined under Section 3(3) of ERISA) which is
unfunded and provides benefits only to a select group of management or highly compensated employees of
the Company and/or its Subsidiaries. The Program has been amended, effective as of December 31, 2008,
in order to satisfy the requirements of section 409A of the Code (as defined below).

2. DEFINITIONS. The following terms shall have the following meanings unless the context indicates
otherwise:

(a) “Applicable Benefits Schedule” with respect to a Participant shall mean the Benefits
Schedule applicable to the Participant based on his or her position with the Company or, if applicable, a
Subsidiary.

(b) “Beneficiary” The Participant’s estate shall be deemed to be the Participant’s designated
Beneficiary.

(c) “Benefits Schedule” shall mean a separate Benefits Schedule, if any, adopted as part of the
Program, which Schedule sets forth certain provisions relating to the determination of eligibility for and/or the
amount of Severance Benefits payable under the Program.

(d) “Board” shall mean the Board of Directors of the Company.

(e) “Cause” means (i) the Participant is convicted of a felony or of any crime involving moral
turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a reasonable determination by the Committee
that, (A) the Participant has willfully and continuously failed to perform his/her duties (other than such failure
resulting from incapacity due to physical or mental illness), after a written demand for corrected performance is
delivered to the Participant which specifically identifies the manner(s) in which the Participant has not
performed his/her duties, (B) the Participant has engaged in illegal conduct, an act of dishonesty, moral
turpitude, dishonesty, fraud, theft, financial impropriety or gross misconduct injurious to the Company or any
Subsidiary, or (C) the Participant has violated a material provision of the Company’s Code of Ethics, Financial
Code of Ethics, or Participant’s fiduciary duty to the Company or any Subsidiary.

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(f) “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder, as amended. Any references to Code sections or related Treasury
Regulations are intended to include any successor provisions thereto.

(g) “Committee” shall mean (i) the Board or (ii) a committee or subcommittee of the Board as
from time to time appointed by the Board from among its members. The initial Committee shall be the
Board’s Management Development and Compensation Committee. In the absence of an appointed
Committee, the Board shall function as the Committee under the Program.

(h) “Company” shall mean RadioShack Corporation, a Delaware corporation, including any
successor entity or any successor to the assets or business of the Company. “Company” shall not include any
Subsidiary.

(i) “CIC Agreement” shall include any termination protection agreement entered into by the
Company or any Subsidiary and a Participant and the Company’s Termination Protection Plan Level I by which
a Participant may be covered.

(j) “Effective Date” shall mean December 31, 2008.

(k) “ERISA” shall have the meaning ascribed to such term in Section 1.

(l) [RESERVED]

(m) “Good Reason” shall have the meaning ascribed to such term in a Participant’s Applicable
Benefits Schedule if said schedule contains a definition of, and thus a right to terminate for, Good Reason.

(n) “Participant(s)” shall have the meaning set forth in Section 3.

(o) “Payroll Date” shall mean each regularly scheduled date during Participant’s employment
on which base salary payments are made and after a Termination Date, each regularly scheduled date on
which such payments would be made if employment continued.

(p) “Program” shall have the meaning ascribed to such term in Section 1.

(q) “Qualifying Termination” shall mean (i) involuntary termination by the Company of the
employment of the Participant with the Company and all of its Subsidiaries for any reason other than death,
disability or Cause, or (ii) resignation of the Participant for Good Reason if such Participant’s Applicable
Benefits Schedule contains a right to terminate for Good Reason.

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(r) “Reference Base Salary” with respect to a Participant means the annual base salary of such
Participant as in effect immediately prior to the Termination Date (determined without regard to any reduction
which would constitute a basis for a Participant’s resignation for Good Reason, if such Participant’s
Applicable Benefits Schedule contains such a right to terminate for Good Reason).

(s) “Retention Period” shall mean the period beginning on the Effective Date and ending on the
third anniversary of the Effective Date.

(t) “Severance Benefits” shall mean the compensation and benefits provided to a Terminated
Participant pursuant to Sections 5 and 6 of the Program.

(u) “Severance Period” shall mean the number of months a specific Terminated Participant is
entitled to receive Severance Benefits, which period shall be expressly provided for by the Committee with
respect to the Participant’s participation herein and set forth on the Applicable Benefits Schedule.

(v) “Subsidiary” shall mean a corporation of which the Company directly or indirectly owns
more than fifty percent (50%) of the “voting stock” (meaning the capital stock of any class or classes having
general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a
corporation) or any other business entity in which the Company directly or indirectly has an ownership interest
of more than fifty percent (50%).

(w) “Terminated Participant” shall mean a Participant whose employment with the Company
and/or a Subsidiary has been terminated under circumstances constituting a Qualifying Termination as
described in Section 5 below.

(x) “Termination Date” shall mean the date a Terminated Participant’s employment with the
Company and/or a Subsidiary is terminated as described in Section 5 below.

(y) “Vested Benefits” shall mean any base salary or prior year’s bonus or incentive
compensation earned but unpaid prior to the Termination Date (other than as a result of deferral made at the
Participant’s election) and any amounts which are or become vested or which the Participant is otherwise
entitled to under the terms of any plan, policy, practice or program of, or any contract or agreement with, the
Company or any Subsidiary, at or subsequent to the Termination Date without regard to the performance of
further services by the Participant or the resolution of a contingency; provided that the Program shall in no
event be deemed to modify, alter or amend the terms of any such plan, policy, practice or program of, or any
contract or agreement with, the Company or any Subsidiary.

3. PARTICIPATION. All executive officers, senior vice presidents, vice presidents, assistant
secretaries and assistant treasurers of the Company (collectively, the “Participants”) shall participate in the
Program. An officer of a Subsidiary of the

Company shall be considered a Participant only if the Committee has specifically designated such officer as
such (as well as designating such officer’s applicable Benefits Schedule as described below), and such
designation is in effect as of the Termination Date. Benefits Schedule I shall apply only to the Chief Executive
Officer of the Company. Benefits Schedule II shall apply only to the executive officers of the Company (other
than the Chief Executive Officer of the Company). Benefits Schedule III shall apply only to the senior vice
presidents of the Company. Benefits Schedule IV shall apply to the vice presidents, assistant secretaries and
assistant treasurers of the Company. Notwithstanding the preceding, if the Committee specifically designates
an officer of a Subsidiary as a Participant in the Program, the Committee may designate one of Benefits
Schedules I through IV to apply to such officer, in which case references to “Company” shall refer to the
Subsidiary as deemed applicable.

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4. ADMINISTRATION.

(a) Responsibility. The Committee shall have the responsibility, in its sole discretion, to control,
operate, manage and administer the Program in accordance with its terms.

(b) Authority of the Committee. The Committee shall have the maximum discretionary authority
permitted by law that may be necessary to enable it to discharge its responsibilities with respect to the
Program, including but not limited to the following:

(i) to determine eligibility for participation in the Program;

(ii) to establish the terms and provisions of, and to adopt as part of the Program,
one or more Benefits Schedules setting forth, among other things, the Severance Period and such other
terms and provisions as the Committee shall determine;

(iii) to calculate a Participant’s Severance Benefits;

(iv) to correct any defect, supply any omission, or reconcile any inconsistency in
the Program in such manner and to such extent as it shall deem appropriate in its sole discretion to
carry the same into effect;

(v) to issue administrative guidelines as an aid to administer the Program and


make changes in such guidelines as it from time to time deems proper;

(vi) to make rules for carrying out and administering the Program and make
changes in such rules as it from time to time deems proper;

(vii) to the extent permitted under the Program, grant waivers of Program terms,
conditions, restrictions, and limitations;

(viii) to construe and interpret the Program and make reasonable determinations
as to a Participant’s eligibility for benefits under the Program, including determinations as to Qualifying
Termination and disability; and

(ix) to take any and all other actions it deems necessary or advisable for the
proper operation or administration of the Program.

(c) Action by the Committee. Except as may otherwise be required or permitted under an
applicable charter, the Committee may (i) act only by a majority of its members (provided that any
determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the
members of the Committee), and (ii) may authorize any one or more of its members to execute and deliver
documents on behalf of the Committee.

(d) Delegation of Authority. The Committee has delegated administrative duties to the
Company. In addition, the Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility the Committee or such person
may have under the Program. The Committee may employ such legal or other counsel, consultants and agents
as it may deem desirable for the administration of the Program and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement
of such counsel, consultant or agent shall be paid by the Company, or the Subsidiary whose employees have
benefited from the Program, as determined by the Committee.

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(e) Determinations and Interpretations by the Committee. All determinations and


interpretations made by the Committee or by its delegates shall be binding and conclusive to the maximum
extent permitted by law on all Participants and their heirs, successors, and legal representatives.

(f) Information. The Company and its Subsidiaries shall furnish to the Committee in writing all
information the Committee may deem appropriate for the exercise of its powers and duties in the
administration of the Program. Such information may include, but shall not be limited to, the full names of all
Participants, their earnings and their dates of birth, employment, retirement, death or other termination of
employment. Such information shall be conclusive for all purposes of the Program, and the Committee shall
be entitled to rely thereon without any investigation thereof.

(g) Self-Interest. No member of the Committee may act, vote or otherwise influence a decision
of the Committee specifically relating to his/her benefits, if any, under the Program.

5. TERMINATION OF EMPLOYMENT. If the employment of a Participant is terminated during the


Retention Period in circumstances constituting a Qualifying Termination, such Terminated Participant shall be
entitled to receive Severance Benefits in accordance with Section 6 below.

6. SEVERANCE BENEFITS. In the event a Participant is entitled to receive Severance Benefits


pursuant to Section 5 above, the Terminated Participant shall receive a payment equal to the Severance
Benefits determined in accordance with the Applicable Benefits Schedule.

7. PARTICIPANT COVENANTS. As a condition to receiving the right to participate in the Program


and any benefits hereunder, each Participant shall enter into an agreement with the Company or Subsidiary, if
deemed applicable, providing for confidentiality and nonsolicitation obligations.

8. CLAIMS.

(a) Claims Procedure. If any Participant or Beneficiary, or their legal representative, has a
claim for benefits which is not being paid, such claimant may file a written claim with the Committee setting
forth the amount and nature of the claim, supporting facts, and the claimant’s address. A claimant must file any
such claim within sixty (60) days after a Participant’s Termination Date. Written notice of the disposition of a
claim by the Committee shall be furnished to the claimant within ninety (90) days after the claim is filed. In the
event of special circumstances, the Committee may extend the period for determination for up to an additional
ninety (90) days, in which case it shall so advise the claimant. If the claim is denied, the reasons for the denial
shall be specifically set forth in writing, pertinent provisions of the Program shall be cited, including an
explanation of the Program’s claim review procedure, and, if the claim is perfectible, an explanation as to how
the claimant can perfect the claim shall be provided.

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(b) Claims Review Procedure. If a claimant whose claim has been denied wishes further
consideration of his/her claim, he/she may request the Committee to review his/her claim in a written statement
of the claimant’s position filed with the Committee no later than sixty (60) days after receipt of the written
notification provided for in Section 8(a) above. The Committee shall fully and fairly review the matter and shall
promptly advise the claimant, in writing, of its decision within the next sixty (60) days. Due to special
circumstances, the Committee may extend the period for determination for up to an additional sixty (60) days.

9. TAXES.

(a) Withholding Taxes. The Company or, if deemed applicable, a Subsidiary shall be entitled
to withhold from any and all payments made to a Participant under the Program all federal, state, local and/or
other taxes or imposts which the Company or the subject Subsidiary determines are required to be so withheld
from such payments or by reason of any other payments made to or on behalf of the Participant or for his/her
benefit hereunder.

(b) No Guarantee of Tax Consequences. No person connected with the Program in any
capacity, including, but not limited to, the Company and any Subsidiary and their directors, officers, agents and
employees makes any representation, commitment, or guarantee that any tax treatment, including, but not
limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to
amounts deferred under the Program, or paid to or for the benefit of a Participant under the Program, or that
such tax treatment will apply to or be available to a Participant on account of participation in the Program.

10. TERM OF PROGRAM. The Program shall be effective as of the Effective Date and shall remain
in effect until the Board terminates the Program in accordance with Section 11(b) below.

11. AMENDMENT AND TERMINATION.

(a) Amendment of Program. The Program may be amended by the Board at any time with or
without prior notice; provided, however, that, except as provided in Section 11(d) hereof, any amendment of
the Program during the thirty six (36)-month period immediately following the Effective Date which is less
favorable to a Participant shall not be effective as to such Participant unless the Participant shall have
consented thereto in writing.

(b) Termination of Program. The Program may be terminated or suspended by the Board at
any time with or without prior notice; provided, however, that any termination or suspension to be effective
during the thirty six (36)-month period immediately following the Effective Date shall not be effective with
respect to any Participant unless such Participant shall have consented thereto in writing.

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(c) No Adverse Affect. If the Program is amended, terminated, or suspended in accordance


with Section 11(a) or 11(b) above, such action shall not adversely affect the benefits under the Program to
which any Terminated Participant (as of the date of amendment, termination or suspension) is entitled, unless
such amendment is made pursuant to Section 11(d) hereof.

(d) Code Section 409A. It is intended that this Program and the Committee’s exercise of
authority or discretion hereunder shall be exempt from or comply with the provisions of Code Section 409A
and the treasury regulations relating thereto so as not to subject a Participant to the payment of interest and tax
penalty which may be imposed under Code Section 409A. In furtherance of this interest, to the extent that any
regulations or other guidance issued under Code Section 409A after the Effective Date would result in a
Participant being subject to payment of interest and tax penalty under Code Section 409A, the Committee may
amend this Program, without the consent of the Participant, including with respect to the timing of payment of
benefits, in order to avoid the application of, or to comply with, Code Section 409A and to the extent permitted
under Code Section 409A; provided, however, that the Company makes no representation that compensation
or benefits payable under this Plan shall be exempt from or comply with Code section 409A and makes no
representation to preclude Code section 409A from applying to the compensation or benefits payable under
the Plan.

12. MISCELLANEOUS.

(a) Offset. Except as would not result in a violation of Code Section 409A, Severance Benefits
shall be reduced by any severance or similar payment or benefit made or provided by the Company or any
Subsidiary to the Participant pursuant to (i) any severance plan, program, policy or similar arrangement of the
Company or any Subsidiary of the Company (including without limitation the CIC Agreement), (ii) any
employment agreement between the Company or any Subsidiary and the Participant, and (iii) any federal,
state, local, foreign or other applicable statute, law (common or otherwise), rule, regulation or ordinance. For
avoidance of doubt, (A) any payment or benefit which is a Vested Benefit shall not be considered a severance
or similar payment or benefit under this Section 12(a), and (B) the Program is not intended to, and shall not,
result in any duplication of payments or benefits to any Participant.

(b) No Right, Title, or Interest in Company Assets. Participants shall have no right, title, or
interest whatsoever in or to any assets of the Company or its Subsidiaries or any investments that the
Company or its Subsidiaries may make to aid it in meeting its obligations under the Program. Nothing
contained in the Program, and no action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries and any Participant,
Beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive
payments from the Company or a Subsidiary under the Program, such right shall be no greater than the right of
an unsecured general creditor of the Company or the subject Subsidiary. Subject to this Section 12(b), all
payments to be made hereunder shall be paid from the general funds of the Company or its Subsidiaries and
no special or separate fund shall be established and no segregation of assets shall be made to assure
payment of such amounts.

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(c) No Right to Continued Employment. The Participant’s rights, if any, to continue to serve the
Company or a Subsidiary as an employee shall not be enlarged or otherwise affected by his/her designation
as a Participant under the Program, and the Company or the applicable Subsidiary reserves the right to
terminate the employment of any employee at any time. The adoption of the Program shall not be deemed to
give any employee, or any other individual any right to be selected as a Participant or to continued employment
with the Company or any Subsidiary.

(d) Other Rights. The Program shall not affect or impair the rights or obligations of the
Company, its Subsidiaries or a Participant under any other written plan, contract, arrangement, or pension,
profit sharing or other compensation plan.

(e) Governing Law. The Program shall be governed by and construed in accordance with the
laws of the State of Texas without reference to principles of conflict of laws, except as superseded by
applicable federal law (including, without limitation, ERISA).
(f) Severability. If any term or condition of the Program shall be invalid or unenforceable to any
extent or in any application, then the remainder of the Program, with the exception of such invalid or
unenforceable provision (but only to the extent that such term or condition cannot be appropriately reformed or
modified), shall not be affected thereby and shall continue in effect and application to its fullest extent.

(g) Incapacity. If the Committee determines that a Participant is unable to care for his/her
affairs because of illness or accident or because he or she is a minor, any benefit due the Participant may be
paid to the Participant’s spouse or to any other person deemed by the Committee to have incurred expense
for such Participant (including a duly appointed guardian, committee or other legal representative), and any
such payment shall be a complete discharge of the Company’s or the subject Subsidiary’s obligations
hereunder.

(h) Transferability of Rights. The Company and its Subsidiaries shall have the unrestricted right
to transfer its obligations under the Program with respect to one or more Participants to any person, including,
but not limited to, any purchaser of all or any part of the Company’s or any of its Subsidiaries’ assets or
business. No Participant or Beneficiary shall have any right to commute, encumber, transfer or otherwise
dispose of or alienate any present or future right or expectancy which the Participant or Beneficiary may have
at any time to receive payments of benefits hereunder, which benefits and the right thereto are expressly
declared to be non-assignable and nontransferable, except to the extent required by law. Any attempt to
transfer or assign a benefit, or any rights granted hereunder, by a Participant or the spouse of a Participant
shall, in the sole discretion of the Committee (after consideration of such facts as it deems pertinent), be
grounds for terminating any rights of the Participant or Beneficiary to any portion of the Program benefits not
previously paid.

(i) Interest. In the event any payment to a Participant under the Program is not paid within thirty
(30) days after it is due and Participant notifies the Company and the Company fails to make such payment (to
the extent such payment is undisputed), such payment shall thereafter bear interest at the prime rate from time
to time as published in The Wall Street Journal, Midwest Edition; provided, however, that no interest shall
accrue to the extent, and during the period that, any payment to a “specified employee,” within the meaning of
Code Section 409A, is subject to a delay required to comply with Code Section 409A.

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(j) No Obligation to Mitigate Damages. The Participants shall not be obligated to seek other
employment in mitigation of amounts payable or arrangements made under the provisions of the Program and
the obtaining of any such other employment shall in no event effect any reduction of the Company’s or its
Subsidiaries’ obligations under the Program.

(k) Forum. Any suit brought under the Program shall be brought in the federal court for Tarrant
County, Texas.
(l) Condition Precedent to Receipt of Payments or Benefits under the Program. A Terminated
Participant will not be eligible to receive Severance Benefits or any other payments or benefits under the
Program until (i) such Terminated Participant executes a confidentiality, nonsolicitation and general release
agreement (the “Agreement”) containing, among other items, a general release of all claims arising out of said
Participant’s employment with, and termination of employment from, the Company or the subject Subsidiary in
substantially the form attached hereto as Exhibit A (adjusted as necessary to conform to then existing legal
requirements); and (ii) the revocation period specified in the Agreement expires without such Terminated
Participant exercising his/her right of revocation as set forth in the Agreement.

(m) Assumption by Successor to the Company. The Company shall cause any successor to its
business or assets to assume this Program and the obligations arising hereunder and to maintain this
Program without modification or alteration for the period required herein.

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BENEFITS SCHEDULE- I

(CEO)

Participant Company’s Chief Executive Officer


Severance Period (applicable during Retention 18 months, plus an additional 1 month per completed
Period) year of service with the Company and/or its Subsidiaries,
up to a maximum Severance Period of 24 months
Outplacement Assistance A 1 year program of outplacement assistance selected
by the Company in its discretion

Additional Definition

“Good Reason” shall mean:

(a) any significant adverse reduction in the Participant’s annual cash compensation opportunity
expressed in terms of base salary and target annual bonus which is in effect immediately prior to the Effective
Date (and as increased from time to time thereafter), except as part of a general reduction in the total
compensation opportunities of the Company’s senior executives; for purposes of this definition of Good
Reason, a “significant adverse reduction” shall solely mean a reduction of the Participant’s annual cash
compensation opportunity by at least ten percent (10%) taken at one time or cumulatively after the Effective
Date; or

(b) the material reduction or material adverse modification of the Participant’s authority or
duties, such as a substantial diminution or adverse modification in the Participant’s status or responsibilities,
from his/her authorities being exercised and duties being performed by the Participant immediately prior to the
Effective Date (and as such authorities and duties may be increased from time to time after the Effective
Date).

Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for
resignation for “Good Reason” by the Participant unless the Participant has provided written notice to the
Company that such circumstance exists within thirty (30) days of the Participant’s learning of such
circumstance and the Company has failed to cure such circumstance within thirty (30) days following such
notice; and provided further, the Participant did not previously consent to the action leading to his/her claim of
resignation for “Good Reason.”

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Severance Benefits

If, during the Retention Period, Participant’s employment with the Company shall terminate under
circumstances described in Section 5, Participant shall receive the following Severance Benefits:

(a) The Company agrees to pay Participant severance pay in the form of salary continuation for
the Severance Period determined using Participant’s base salary as of the Termination Date (disregarding
any reduction constituting Good Reason);

(b) The Company agrees to provide the Participant for 1 year (the “Outplacement Period”) from
the Participant’s last date of employment an outplacement program selected by the Company in its discretion;
and

(c) The Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) for the Outplacement Period in lieu of continuing employee benefits
and/or perquisites. Said amount shall be paid regardless of whether Participant maintains COBRA coverage.

Payments and assistance relating to (a), (b) and (c) will begin on the Company’s next Payroll Date
which is at least eight days following the later of the effective date of the General Release or the date the
General Release is received by the Vice President – Compensation and Benefits or, in the alternative, the
Vice President – Human Resources of the Company on behalf of the Company, but in any event within 75 days
following the Participant’s Termination Date. The amount of the first payment, however, will be retroactive to
the day following Participant’s Termination Date.

Each individual payment provided for in (a) is intended to be a separate payment and not a stream of
payments for the purposes of Code Section 409A and are intended to be exempt from Section 409A under
the short-term deferral and separation pay plan exemption to the fullest extent possible. To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A (“Section 409A Deferred
Compensation”), it shall be paid only to the extent of the Participant’s “separation from service,” within the
meaning of Code Section 409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A Deferred Compensation that
would otherwise be payable to the Participant during the six-month period following the Participant’s
separation from service shall accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death, if earlier.

In the event of death, all Severance Benefits (other than the value of outplacement assistance), that have
become payable prior to the date of death shall be paid to the Participant’s Beneficiary in accordance with the
same schedule otherwise contemplated hereunder to the extent the Severance Benefits constitute Section
409A Deferred Compensation.

Notwithstanding anything contained in the Program to the contrary, the Company shall pay all Vested
Benefits to a Terminated Participant as soon as practicable following the Termination Date, but in any event
within 75 days following the Termination Date; provided that any Vested Benefits attributable to a plan, policy
practice, program, contract or agreement shall be payable in accordance with the terms thereof under which
the amounts have accrued.

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Notwithstanding anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits described under this Benefit Schedule,
which benefits may, but are not required to be, uniform among Participants, provided the benefits are paid
pursuant to programs that are exempt from or comply with Code Section 409A.

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BENEFITS SCHEDULE II

(Executive Vice President Group)

Participant Executive Vice Presidents of the Company


Severance Period (applicable during Retention Period) 18 months, plus an additional 1 month per completed
year of service with the Company and/or its
Subsidiaries, up to a maximum Severance Period of
24 months
Outplacement Assistance A 1 year program of outplacement assistance
selected by the Company in its discretion

Additional Definition

“Good Reason” shall mean:

(a) any significant adverse reduction in the Participant’s annual cash compensation opportunity
expressed in terms of base salary and target annual bonus which is in effect immediately prior to the Effective
Date (and as increased from time to time thereafter), except as part of a general reduction in the total
compensation opportunities of the Company’s senior executives; for purposes of this definition of Good
Reason, a “significant adverse reduction” shall solely mean a reduction of the Participant’s annual cash
compensation opportunity by at least ten percent (10%) taken at one time or cumulatively after the Effective
Date; or

(b) the material reduction of the Participant’s authority or duties, such as a substantial
diminution in the Participant’s status or responsibilities, from his/her authorities being exercised and duties
being performed by the Participant immediately prior to the Effective Date (and as such authorities and duties
may be increased due to promotions from time to time after the Effective Date).

Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for
resignation for “Good Reason” by the Participant unless the Participant has provided written notice to the
Company that such circumstance exists within thirty (30) days of the Participant’s learning of such
circumstance and the Company has failed to cure such circumstance within thirty (30) days following such
notice; and provided further, the Participant did not previously consent to the action leading to his/her claim of
resignation for “Good Reason.”

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Severance Benefits

If, during the Retention Period, Participant’s employment with the Company shall terminate under
circumstances described in Section 5, Participant shall receive the following Severance Benefits:

(a) The Company agrees to pay Participant severance pay in the form of salary continuation for
the Severance Period determined using Participant’s base salary as of the Termination Date (disregarding
any reduction constituting Good Reason);

(b) The Company agrees to provide the Participant for 1 year (the “Outplacement Period”) from
the Participant’s last date of employment an outplacement program selected by the Company in its discretion;
and

(c) The Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) for the Outplacement Period in lieu of continuing employee benefits
and/or perquisites. Said amount shall be paid regardless of whether Participant maintains COBRA coverage.

Payments and assistance relating to (a), (b) and (c) will begin on the Company’s next Payroll Date
which is at least eight days following the later of the effective date of the General Release or the date the
General Release is received by the Vice President – Compensation and Benefits or, in the alternative, the
Vice President – Human Resources of the Company on behalf of the Company, but in any event within 75 days
following the Participant’s Termination Date. The amount of the first payment, however, will be retroactive to
the day following Participant’s Termination Date.

Each individual payment provided for in (a) is intended to be a separate payment and not a stream of
payments for the purposes of Code Section 409A and are intended to be exempt from Section 409A under
the short-term deferral and separation pay plan exemption to the fullest extent possible. To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A (“Section 409A Deferred
Compensation”), it shall be paid only to the extent of the Participant’s “separation from service,” within the
meaning of Code Section 409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A Deferred Compensation that
would otherwise be payable to the Participant during the six-month period following the Participant’s
separation from service shall accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death, if earlier.

In the event of death, all Severance Benefits (other than the value of outplacement assistance), that have
become payable prior to the date of death shall be

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paid to the Participant’s Beneficiary in accordance with the same schedule otherwise contemplated hereunder
to the extent the Severance Benefits constitute Section 409A Deferred Compensation.

Notwithstanding anything contained in the Program to the contrary, the Company shall pay all Vested
Benefits to a Terminated Participant as soon as practicable following the Termination Date, but in any event
within 75 days following the Termination Date; provided that any Vested Benefits attributable to a plan, policy
practice, program, contract or agreement shall be payable in accordance with the terms thereof under which
the amounts have accrued.

Notwithstanding anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits described under this Benefit Schedule,
which benefits may, but are not required to be, uniform among Participants, provided the benefits are paid
pursuant to programs that are exempt from or comply with Code Section 409A.

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BENEFITS SCHEDULE III

(Senior Vice President Group)

Participant Senior Vice Presidents of the Company


Severance Period (applicable during Retention Period) 12 months, plus an additional 2 weeks per
completed year of service with the Company and/or
its Subsidiaries, up to a maximum Severance Period
of 18 months
Outplacement Assistance A 9 month program of outplacement assistance
selected by the Company in its discretion

Additional Definition

“Good Reason” shall mean any significant adverse reduction in the Participant’s annual cash
compensation opportunity expressed in terms of base salary and target annual bonus which is in effect
immediately prior to the Effective Date (and as increased from time to time thereafter), except as part of a
general reduction in the total compensation opportunities of the Company’s senior executives; for purposes of
this definition of Good Reason, a “significant adverse reduction” shall solely mean a reduction to a position
grade below the position grade applicable to the Participant immediately prior to the Effective Date.

Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for
resignation for “Good Reason” by the Participant unless the Participant has provided written notice to the
Company that such circumstance exists within thirty (30) days of the Participant’s learning of such
circumstance and the Company has failed to cure such circumstance within thirty (30) days following such
notice; and provided further, the Participant did not previously consent to the action leading to his/her claim of
resignation for “Good Reason.”

Severance Benefits

If, during the Retention Period, Participant’s employment with the Company shall terminate under
circumstances described in Section 5, Participant shall receive the following Severance Benefits:

(a) The Company agrees to pay Participant severance pay in the form of salary continuation for
the Severance Period determined using Participant’s base salary as of the Termination Date (disregarding
any reduction constituting Good Reason);

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(b) The Company agrees to provide the Participant for 9 months (the “Outplacement Period”)
from the Participant’s last date of employment an outplacement program selected by the Company in its
discretion; and

(c) The Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) for the Outplacement Period in lieu of continuing employee benefits
and/or perquisites. Said amount shall be paid regardless of whether Participant maintains COBRA coverage.

Payments and assistance relating to (a), (b) and (c) will begin on the Company’s next Payroll Date
which is at least eight days following the later of the effective date of the General Release or the date the
General Release is received by the Vice President – Compensation and Benefits or, in the alternative, the
Vice President – Human Resources of the Company on behalf of the Company, but in any event within 75 days
following the Participant’s Termination Date. The amount of the first payment, however, will be retroactive to
the day following Participant’s Termination Date.

Each individual payment provided for in (a) is intended to be a separate payment and not a stream of
payments for the purposes of Code Section 409A and are intended to be exempt from Section 409A under
the short-term deferral and separation pay plan exemption to the fullest extent possible. To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A (“Section 409A Deferred
Compensation”), it shall be paid only to the extent of the Participant’s “separation from service,” within the
meaning of Code Section 409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A Deferred Compensation that
would otherwise be payable to the Participant during the six-month period following the Participant’s
separation from service shall accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death, if earlier.

In the event of death, all Severance Benefits (other than the value of outplacement assistance), that have
become payable prior to the date of death shall be paid to the Participant’s Beneficiary in accordance with the
same schedule otherwise contemplated hereunder to the extent the Severance Benefits constitute Section
409A Deferred Compensation.

Notwithstanding anything contained in the Program to the contrary, the Company shall pay all Vested
Benefits to a Terminated Participant as soon as practicable following the Termination Date, but in any event
within 75 days following the Termination Date; provided that any Vested Benefits attributable to a plan, policy
practice, program, contract or agreement shall be payable in accordance with the terms thereof under which
the amounts have accrued.

Notwithstanding anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits described under this Benefit Schedule,
which benefits may, but are not required to be, uniform among Participants, provided the benefits are paid
pursuant to programs that are exempt from or comply with Code Section 409A.

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BENEFITS SCHEDULE IV

(Vice President Group, Assistant Secretary and Assistant Treasurer)

Participant Vice Presidents, Assistant Secretaries and Assistant


Treasurers of the Company
Severance Period (applicable during Retention 6 months, plus an additional 2 weeks per completed
Period) year of service with the Company and/or its
Subsidiaries, up to a maximum Severance Period of
12 months
Outplacement Assistance A 6 month program of outplacement assistance
selected by the Company in its discretion

Additional Definition

“Good Reason” shall mean any significant adverse reduction in the Participant’s annual cash
compensation opportunity expressed in terms of base salary and target annual bonus which is in effect
immediately prior to the Effective Date (and as increased from time to time thereafter), except as part of a
general reduction in the total compensation opportunities of the Company’s senior executives; for purposes of
this definition of Good Reason, a “significant adverse reduction” shall solely mean a reduction to a position
grade below the position grade applicable to the Participant immediately prior to the Effective Date.

Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for
resignation for “Good Reason” by the Participant unless the Participant has provided written notice to the
Company that such circumstance exists within thirty (30) days of the Participant’s learning of such
circumstance and the Company has failed to cure such circumstance within thirty (30) days following such
notice; and provided further, the Participant did not previously consent to the action leading to his/her claim of
resignation for “Good Reason.”

Severance Benefits

If, during the Retention Period, Participant’s employment with the Company shall terminate under
circumstances described in Section 5, Participant shall receive the following Severance Benefits:

(a) The Company agrees to pay Participant severance pay in the form of salary continuation for
the Severance Period determined using Participant’s base salary as of the Termination Date (disregarding
any reduction constituting Good Reason);

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(b) The Company agrees to provide the Participant for 6 months (the “Outplacement Period”)
from the Participant’s last date of employment an outplacement program selected by the Company in its
discretion; and

(c) The Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) for the Outplacement Period in lieu of continuing employee benefits
and/or perquisites. Said amount shall be paid regardless of whether Participant maintains COBRA coverage.

Payments and assistance relating to (a), (b) and (c) will begin on the Company’s next Payroll Date
which is at least eight days following the later of the effective date of the General Release or the date the
General Release is received by the Vice President – Compensation and Benefits or, in the alternative, the
Vice President – Human Resources of the Company on behalf of the Company, but in any event within 75 days
following the Participant’s Termination Date. The amount of the first payment, however, will be retroactive to
the day following Participant’s Termination Date.

Each individual payment provided for in (a) is intended to be a separate payment and not a stream of
payments for the purposes of Code Section 409A and are intended to be exempt from Section 409A under
the short-term deferral and separation pay plan exemption to the fullest extent possible. To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A (“Section 409A Deferred
Compensation”), it shall be paid only to the extent of the Participant’s “separation from service,” within the
meaning of Code Section 409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A Deferred Compensation that
would otherwise be payable to the Participant during the six-month period following the Participant’s
separation from service shall accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death, if earlier.

In the event of death, all Severance Benefits (other than the value of outplacement assistance), that have
become payable prior to the date of death shall be paid to the Participant’s Beneficiary in accordance with the
same schedule otherwise contemplated hereunder to the extent the Severance Benefits constitute Section
409A Deferred Compensation.

Notwithstanding anything contained in the Program to the contrary, the Company shall pay all Vested
Benefits to a Terminated Participant as soon as practicable following the Termination Date, but in any event
within 75 days following the Termination Date; provided that any Vested Benefits attributable to a plan, policy
practice, program, contract or agreement shall be payable in accordance with the terms thereof under which
the amounts have accrued.

Notwithstanding anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits described under this Benefit Schedule,
which benefits may, but are not required to be, uniform among Participants, provided the benefits are paid
pursuant to programs that are exempt from or comply with Code Section 409A.

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EXHIBIT A

FORM OF

CONFIDENTIALITY, NONSOLICITATION AND GENERAL RELEASE

AGREEMENT

This Confidentiality, Nonsolicitation and General Release Agreement (this “Agreement”), dated
___________, 20__ is between RadioShack Corporation, a Delaware corporation (“RadioShack”), and
_____________ (the “Participant”)(collectively the “Parties”).

NOW THEREFORE, for valuable consideration, the adequacy which is hereby acknowledged, the
Parties agree as follows:

1. Separation of Employment with RadioShack.

a. Effective _______, 20__ (the “Effective Date”), Participant is terminated and separated from
his/her position as ____________________________________________ of RadioShack, and Participant
thereby relinquishes and resigns from all officer and director positions, all other titles, and all authorities with
respect to RadioShack or any affiliated entity of RadioShack and shall be deemed terminated and separated
from employment with RadioShack for all purposes. On the Effective Date, (i) Participant’s salary and benefits
from RadioShack shall cease to accrue, and he/she shall cease to be able to contribute to any employee
benefit plans or programs, and (ii) Participant will return to RadioShack all company-issued RadioShack
property, including all Confidential Information described in Section 3. below.

b. As consideration to Participant for this Agreement, RadioShack agrees to pay Participant


severance payments and benefits in accordance with the Applicable Benefits Schedule for Participant in the
RadioShack Officers’ Severance Program (the “Program”); provided, however, Executive does not exercise
his/her right of revocation under Section 6. hereof.

c. This Agreement shall be construed in accordance and consistent with, and subject to, the
provisions of the Program (the provisions of which are incorporated herein by reference) and, except as
otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same
definitions as set forth in the Program.

2. Covenants Not to Solicit or Interfere.

a. During the period of time equal to the Severance Period (determined in accordance with the
Applicable Benefits Schedule for Participant (both as defined in RadioShack’s Officers’ Severance Program
(the “Program”))) if and only if Participant is receiving severance payments and benefits under the Program,
Participant shall not,

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either directly or indirectly, within the United States of America or any country of the world in which RadioShack
sells, imports, exports, assembles, packages or furnishes its products, articles, parts, supplies, accessories or
services or is causing them to be sold, imported, exported, assembled, packaged or furnished through related
entities, representatives, agents, or otherwise:

i. solicit or induce, or attempt to solicit or induce, any employee of RadioShack, current or


future, to leave or cease their relationship with RadioShack, for any reason whatsoever, or hire any current or
future employee of RadioShack; or

ii. solicit or attempt to solicit RadioShack’s existing or prospective customers to purchase


services or products that are competitive with those manufactured, designed, programmed, serviced,
repaired, rented, marketed, offered for sale and/or under any stage of development by RadioShack as of the
date of Participant’s separation from RadioShack. For purposes of this Agreement, existing customers shall
mean those persons or firms that RadioShack has made a sale to in the twelve (12) months preceding
Participant’s separation from employment; and prospective customers shall mean those persons or firms
whom RadioShack has solicited and/or negotiated to sell RadioShack’s products, articles, parts, supplies,
accessories or services to within the twelve (12) months preceding Participant’s separation from RadioShack.

b. Participant acknowledges that RadioShack conducts its business on an international level and has
customers throughout the United States and many other countries, and that the geographic restriction on
solicitation is therefore fair and reasonable.

3. Confidential Information.

a. For purposes of this Agreement, “Confidential Information” includes any and all information and
trade secrets, whether written or otherwise, relating to RadioShack’s business, property, products, services,
operations, sales, prospects, research, customers, business relationships, business plans and finances.

b. Participant acknowledges that while employed at RadioShack, Participant has had access to
Confidential Information. Participant further acknowledges that the Confidential Information is of great value to
RadioShack and that its improper disclosure will cause RadioShack to suffer damages, including loss of
profits.

c. Participant shall not at any time or in any manner use, copy, disclose, divulge, transmit, convey,
transfer or otherwise communicate any Confidential Information to any person or entity, either directly or
indirectly, without RadioShack’s prior written consent.

d. Participant acknowledges that all of the information described in subsection (a) above is
“Confidential Information,” which is the sole and exclusive property of RadioShack. Participant acknowledges
that all Confidential Information was revealed to Participant in trust, based solely upon the confidential
employment relationship then existing between RadioShack and Participant. Participant agrees: (1) that all
writings or other records concerning Confidential Information are the sole and exclusive property of
RadioShack; (2) that all manuals, forms, and supplies furnished to or used by Participant and all data or
information placed thereon by Participant or any other person are RadioShack’s sole and exclusive property;
(3) that, upon execution of this Agreement, or upon request of RadioShack at any time, Participant shall deliver
to RadioShack all such writings, records, forms, manuals, and supplies and all copies of such; (4) that
Participant will not make or retain any copies of such for his/her own or personal use, or take the originals or
copies of such from the offices of RadioShack; and (5) that Participant will not, at any time, publish,

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distribute, or deliver any such writing or records to any other person or entity, or disclose to any person or entity
the contents of such records or writings or any of the Confidential Information.

e. Participant acknowledges that he/she has not disclosed in the past, and agrees not to disclose in
the future, to RadioShack any confidential information or trade secrets of former employers or other entities
Participant has been associated with.

4. Non-Disparagement. Each of Participant and RadioShack (for purposes hereof, “RadioShack” shall
mean only (i) RadioShack by press release or other formally released announcement and (ii) the executive
officers and directors thereof and not any other employees) agrees not to make any public statements that
disparage the other party, or in the case of RadioShack, its respective affiliates, employees, officers,
directors, products, articles, parts, supplies, accessories or services. Notwithstanding the foregoing,
statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including,
without limitation, depositions in connection with such proceedings) shall not be subject to this Section 3.

5. Injunctive Relief; Damages. Participant acknowledges that any breach of this Agreement will cause
irreparable injury to RadioShack and that money damages alone would be inadequate to compensate
it. Upon a breach or threatened breach by Participant of any of this Agreement, RadioShack shall be entitled
to a temporary restraining order, preliminary injunction, permanent injunction or other relief restraining
Participant from such breach without posting a bond. Nothing herein shall be construed as prohibiting
RadioShack from pursuing any other remedies for such breach or threatened breach, including recovery of
damages from Participant.

6. General Release

a. The Participant, for himself/herself, his/her spouse, heirs, administrators, children, representatives,
executors, successors, assigns, and all other persons claiming through Participant, if any (collectively,
“Releasers”), knowingly and voluntarily releases and forever discharges RadioShack, its affiliates,
subsidiaries, divisions, successors and assigns and the current, future and former employees, officers,
directors, trustees and agents thereof, from any and all claims, causes of action, demands, fees and liabilities
of any kind whatsoever, whether known and unknown, against RadioShack, that Participant has, has ever had
or may have as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:

● The National Labor Relations Act, as amended;

● Title VII of the Civil Rights Act of 1964, as amended;

● The Civil Rights Act of 1991;

● Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

● The Employee Retirement Income Security Act of 1974, as amended;

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● The Immigration Reform and Control Act, as amended;

● The Americans with Disabilities Act of 1990, as amended;

● The Age Discrimination in Employment Act of 1967, as amended;

● The Older Workers Benefit Protection Act of 1990;

● The Worker Adjustment and Retraining Notification Act, as amended;

● The Occupational Safety and Health Act, as amended;

● The Family and Medical Leave Act of 1993;

● The Equal Pay Act;

● The Texas Labor Code;

● The Texas Commission on Human Rights Act;

● The Texas Pay Day Act;

● Chapter 38 of the Texas Civil Practices and Remedies Code;

● Any other federal, state or local civil or human rights law or any other local, state or
federal law, regulation or ordinance;

● Any provisions of the State of Texas or Federal Constitutions; or

● Any public policy, contract, tort, or common law.

Notwithstanding anything herein to the contrary, this Agreement shall not apply to: (i) Participant’s rights
of indemnification and directors’ and officers’ liability insurance coverage to which he/she was entitled
immediately prior to the effective date hereof with regard to his/her service as an officer of RadioShack; (ii)
Participant’s rights under any tax-qualified pension, claims for accrued vested benefits under any other
employee benefit plan, policy or arrangement maintained by RadioShack or under COBRA, and benefits
which must be provided to Participant pursuant to the terms of any employee benefit plan of RadioShack; (iii)
Participant’s rights under the provisions of RadioShack’s Officers’ Severance Program which are intended to
survive termination of employment; or (iv) Participant’s rights as a stockholder. Excluded from this Agreement
are any claims which cannot be waived by law.

b. Participant acknowledges and recites that:

(i) Participant has executed this Agreement knowingly and voluntarily;

(ii) Participant has read and understands this Agreement in its entirety, including the waiver of
rights under the Age Discrimination in Employment Act;

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(iii) Participant has been advised and directed orally and in writing (and this subparagraph (c)
constitutes such written direction) to seek legal counsel and any other advice he/she wishes with respect to the
terms of this Agreement before executing it;

(iv) Participant has sought such counsel, or freely and voluntarily waives the right to consult with
counsel, and Participant has had an opportunity, if he/she so desires, to discuss with counsel the terms of this
Agreement and their meaning;

(v) Participant enters into this Agreement knowingly and voluntarily, without duress or reservation
of any kind, and after having given the matter full and careful consideration; and

(vi) Participant has been offered 21 calendar days after receipt of this Agreement to consider its
terms before executing it. If Participant has not executed this Agreement within 21 days after receipt, this
Agreement shall be unenforceable and null and void.

c. Participant shall have 7 days from the date hereof to revoke this Agreement by providing written
notice of the revocation as set forth in Section 5, below, in which event this Agreement shall be unenforceable
and null and void.

d. 21 DAYS TO SIGN; 7-DAY REVOCATION PERIOD. PARTICIPANT UNDERSTANDS THAT


HE/SHE MAY TAKE UP TO 21 CALENDAR DAYS FROM THE DATE OF RECEIPT OF THIS AGREEMENT
TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT. FULLY UNDERSTANDING PARTICIPANT’S
RIGHT TO TAKE 21 DAYS TO CONSIDER SIGNING THIS AGREEMENT, AND AFTER HAVING
SUFFICIENT TIME TO CONSIDER PARTICIPANT’S OPTIONS, PARTICIPANT HEREBY WAIVES HIS/HER
RIGHT TO TAKE THE FULL 21 DAY PERIOD. PARTICIPANT FURTHER UNDERSTANDS THAT HE/SHE
MAY REVOKE THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) CALENDAR DAYS AFTER
SIGNING IT, AND THAT THIS AGREEMENT SHALL NOT BECOME BINDING UNTIL THE SEVEN (7) DAY
REVOCATION PERIOD HAS PASSED.

e. To revoke this Agreement, Participant must send a written statement of revocation to:

RadioShack Corporation
MS CF5-121
300 RadioShack Circle
Fort Worth, TX 76102
Attn: Vice President-Human Resources

The revocation must be received no later than 5:00 p.m. on the seventh day following Participant’s
execution of this Agreement.

7. Cooperation. Participant agrees to cooperate with RadioShack, and its financial and legal advisors,
and/or government officials, in any claims, investigations, administrative proceedings, lawsuits, and other
legal, internal or business matters, as reasonably requested by RadioShack. Also, to the extent Participant
incurs travel or other expenses with respect to such activities, RadioShack will reimburse his/her for such
reasonable expenses documented and approved in accordance with RadioShack’s then current travel policy.

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8. No Admission. This Agreement shall not in any way be construed as an admission by RadioShack of
any act of discrimination or other unlawful act whatsoever against Participant or any other person, and
RadioShack specifically disclaims any liability to or discrimination against Participant or any other person on
the part of itself, its employees, or its agents.

9. Severability. It is the desire and intent of the Parties that the provisions of this Agreement shall be
enforced to the fullest extent permissible. Accordingly, if any provision of this Agreement shall prove to be
invalid or unenforceable, the remainder of this Agreement shall not be affected, and in lieu, a provision as
similar in terms as possible shall be added.

10. Entire Agreement. This Agreement, together with the documents incorporated herein by reference,
represents the entire agreement between the parties with respect to the subject matter hereof and this
Agreement may not be modified by any oral or written agreement unless same is in writing and signed by both
parties.

11. Governing Law. This Agreement shall be governed by the internal laws (and not the choice of law
principles) of the State of Texas, except for the application of pre-emptive federal law.

12. Survival. Participant’s obligations under this Agreement shall survive the termination of Participant’s
employment and shall thereafter be enforceable whether or not such termination is later claimed or found to be
wrongful or to constitute or result in a breach of any contract or of any other duty owed to Participant.

13. Amendments; Waiver. This Agreement may not be altered or amended, and no right hereunder may be
waived, except by an instrument executed by each of the Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

RADIOSHACK:

RadioShack Corporation, for iteselt and its subsidiaries

By: _______________________________________
Its: _______________________________________

PARTICIPANT:
_____________________________________
Name: _____________________________________

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Exhibit 10.57

SECOND AMENDED AND RESTATED


RADIOSHACK CORPORATION
UNFUNDED DEFERRED COMPENSATION PLAN
FOR DIRECTORS

RadioShack Corporation, a Delaware corporation (the “Company”), hereby amends and restates, effective as of
December 31, 2008, the Unfunded Deferred Compensation Plan (the “Plan”) in order to satisfy the requirements of
section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise indicated, all
“section” or “Code” references are to the Code and the Treasury Regulations related thereto, as may be amended
from time to time, promulgated under the authority of the applicable Code section and, in each case, any successor
provisions thereto.
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The Company intends that the Plan, as amended and restated, applies solely to compensation earned or
vested on or after January 1, 2005, including any earnings thereon, to the extent such compensation was not paid or
distributed prior to December 31, 2008. Further, it is the intent of the Company that the Plan, as amended and
restated, shall have no effect whatsoever on any benefits earned and vested on or before December 31, 2004,
including any earnings thereon, and the parties intend that such benefits remain exempt from Code section 409A.

1. PURPOSES OF THE PLAN

The purposes of the Plan are to enable the Company to attract and retain the best qualified members of the Board of
Directors of the Company (a “Director”) by providing them with a Plan to defer the payment of all or a specified portion
of the fees payable to the Director for services rendered on behalf of the Company.

2. ELECTION TO DEFER

a) A Director may make an irrevocable election on or before December 31 of any year, to defer payment of all
or a specified part of either all his/her retainer fees or meeting fees or both (whether paid in cash or in Common Stock
of the Company or dividends attributable thereto), for services and meetings during the succeeding calendar year
following such election, (and any cash dividends under Section 2c) hereof and any matching contributions under
Section 3b) credited with respect to the deferred fees) (a “Deferral Election”). Any person who shall become a
Director during any calendar year, and who was not a Director of the Company on the preceding December 31 and
who has not otherwise been eligible to participate in any other non-qualified elective account balance plan subject to
Section 409A of the Code, may elect, not later than the 30th day after his or her term begins, to make a Deferral
Election for the succeeding calendar year. Any such elections shall be made by written notice delivered to the
Corporate Secretary of the Company prior to the applicable dates stated in the foregoing sentences. All elections
shall only be effective for the succeeding calendar year. Notwithstanding the above, for the calendar year 1998, any
such election must be made prior to February 28, 1998 for director retainer fees and prior to July 1, 1998 for meeting
fees.

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b) In addition to a) above, any Director with a cash account shall be entitled to make a one-time election only
to transfer out of his or her cash account and have his or her stock account credited with such amount of cash and
accrued interest as a Director may elect from his or her cash account. This election shall be effective as of July 1,
1999. Upon this election, the elected amount credited to a Director's stock account shall be converted to that amount
of Company Common Stock based upon the closing price of Company Common Stock on June 30, 1999. Such one-
time election must be made no later than July 1, 1999.

c) With respect to cash dividends payable on Company Common Stock, each participating Director holding
a stock account or Pension Plan Stock Account, upon his or her election may (i) be directly paid in cash, (ii) have his
or her cash account credited as of the payment date for dividends on Company Common Stock in an amount equal
to dividends attributable to the number of shares of Company Common Stock credited to each Director's stock
account or Pension Plan Stock Account as of the record date set by the Board of Directors of the Company or (iii)
defer cash dividends into his or her stock account or Pension Plan Stock Account. Cash dividends deferred and
credited to a Director's stock account or Pension Plan Stock Account shall be converted to that amount of Company
Common Stock based on the closing price of Company Common Stock on such record date for dividends. Any
Deferral Election with respect to cash dividends contemplated in this Section 2c) shall be made at the same time that
an election is made with respect to the underlying fees paid in the form of shares of the Company Common Stock.

d) Amounts deferred under this Plan will be distributed in accordance with the Deferral Election selected
by the Director under Section 4b) hereof.

3. DIRECTORS’ ACCOUNTS

a) Cash Account

All deferred cash fees shall be recorded on the books of the Company and a memorandum cash account of the fees
deferred by each participating Director and interest thereon and cash dividends payable on Company Common
Stock, if any, will be maintained.

b) Stock Account

All deferred retainer fees payable in Common Stock of the Company (“Company Common Stock”) and the Additional
Items (as defined below) shall be recorded on the books of the Company and a memorandum stock account of the
fees in Company Common Stock deferred by each participating Director will be maintained. The Director’s stock
account shall be credited with the number of shares of Company Common Stock otherwise payable to each
participating Director under the terms and in the amounts and on the dates set forth in each of the Company’s
Incentive Stock Plans, as the case may be, providing for the compensation of Directors, if they so elect, in Company
Common Stock. All deferred meeting fees payable in Company Common Stock shall also be recorded on the books
of the Company in the participating Director’s stock account under the terms, in the amounts and on the dates as set
by the Board of Directors for the payment of meeting fees. Meeting fees elected to be deferred by a Director in
Company Common Stock on and after June 1, 1998 shall be converted to that amount of Company Common Stock
equal to the closing price of Company Common Stock as of the date of the applicable director or

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committee meeting and if not a trading day then the first trading day prior to the meeting. Cash dividends payable on
Company Common Stock or a Director's one time election amount as provided in Sections 1 b) and 1 c) above
(collectively the "Additional Items") shall be recorded in a Director's stock account in an amount and in the manner as
provided in the Plan.

If a Director’s stock account is credited with shares of Company Common Stock by reason of a deferral of either
retainer fees or meeting fees or both on or after January 1, 1998, or a deferral of the Additional Items and payment of
all of the Company Common Stock (earned by virtue of retainer fees, meeting fees or both or the Additional Items) are
deferred (a) until after December 31st of the third calendar year which follows the calendar year during which such
deferrals are initially made or (b) until after the earlier of (i) December 31st of such third calendar year or (ii) the day
the Director ceases to be a Director, the Director’s stock account shall be credited with an additional number of
shares of Company Common Stock (including fractions thereof) equal to twenty-five percent of the shares of
Company Common Stock initially credited (the “Deferred Match”). Any shares of Company Common Stock credited
pursuant to the Deferred Match shall be distributed at the same time or times and in the same form that the initial
credited shares to which the Deferred Match relates are distributed.

c) Pension Plan Stock Account

Effective December 31, 1997, the Special Compensation Plan for Directors (the “Pension Plan”) was terminated and
in terminating the Pension Plan, the Company calculated the single sum present value of each Pension Plan
participant’s benefit and converted that amount to Company Common Stock based on the average of the closing
prices of Company Common Stock for 1997. The amount of the Company Common Stock shall be recorded on the
books of the Company and a memorandum account reflecting such amounts for each Director formerly participating
in the Pension Plan will be maintained (the “Pension Plan Stock Account”).

4. PAYMENT FROM DIRECTORS’ ACCOUNTS

a) Payment of amounts credited to a Director’s cash account shall be made in cash. Payment of amounts
credited to a Director’s stock account or Pension Plan Stock Account shall be made in Company Common
Stock. Fractional Company Common Stock interests, if any, shall be payable in cash. With respect to cash
dividends payable on Company Common Stock, each participating Director holding a stock account or Pension Plan
Stock Account, upon his or her election may (i) be directly paid in cash, (ii) have his or her cash account credited as
of the payment date for dividends on Company Common Stock in an amount equal to dividends attributable to the
number of shares of Company Common Stock credited to each Director’s stock account or Pension Plan Stock
Account as of the record date set by the Board of Directors of the Company or (iii) defer cash dividends into his or her
stock account or Pension Plan Stock Account. Cash dividends deferred and credited to a director's stock account or
Pension Plan Stock Account shall be converted to that amount of Company Common Stock based on the closing
price of Company Common Stock on the payment date for dividends.

b) The aggregate amount credited to the account of any Director shall be paid or shall commence to be paid to
the Director on the earliest of the following dates: (i) at the election of the Director, (A) a date specified by the
Director or (B) a date following the date

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that the Director ceases to be a Director that is specified by the Director, (ii) on a Change in Control, or (iii) on the
Director’s death.

Amounts distributed in the case of a Change in Control shall be distributed in one lump sum payment within 30 days
of the Change in Control. The Director shall specify in the Deferral Election the manner in which the deferred
amounts with respect to a given election shall be distributed in connection with the other distribution events from
among the following permissible methods of distribution: (A) lump sum payment, or (B) substantially equal annual
installments, the number of which shall not exceed ten.

If no election is made, then the amounts shall be distributed in one lump sum payment on the 60th day
following the date a Director ceases to be a director.

For purposes of this Section 4b), an installment distribution shall be treated as a single aggregate payment,
and not as a series of individual annual installments. The date a Director ceases to be a director, for purposes of
payment, is deemed to be the date of a “separation from service” as that term is defined in Treas. Reg. §1.409A-
1(h)(1)(i) with respect to the Company and its subsidiaries.” For purposes of this Section 4b), a “Change in Control”
shall occur with respect to a Director only upon the occurrence of an event that both constitutes (a) a Change in
Control under the RadioShack Corporation 1993 Incentive Stock Plan, as amended, and (b) a change in control event
for purposes of Code section 409A.

c) Directors shall be permitted a one-time special Deferral Election that shall be made prior to
December 31, 2008 in accordance with the time and form of payment set forth in Section 4(b) hereof with respect to
the aggregate amount credited to the Director’s account that became (or that may become) earned or vested
between January 1, 2005 and December 31, 2008.

d) Anything in a Deferral Election or in this Plan to the contrary notwithstanding, any Director who, as of
a date of a Change in Control, is receiving installment distributions hereunder shall instead receive a lump sum
payment equal to the unpaid balance as of such date within 30 days following the Change in Control, subject to any
delay required hereunder.

e) Any Director with a Pension Plan Stock Account shall be entitled to make an election as to the method of
payment of Company Common Stock from his or her Pension Plan Stock Account. Such election must be made
prior to April 1, 1998. In such election, each Director shall elect the method of payment (either single payment or 10
or less annual installments) and the date such payment will be made or begin to be made. If any Director does not
elect a method of payment or a date of such payment, then the amount of such Director’s Pension Plan Stock
Account shall be distributed to him or her, in a single sum, 60 days following the day the individual ceases to be a
Director.

f) Notwithstanding the foregoing, if a Director is a “specified employee,” within the meaning of Code section
409A on the date he or she ceases to be a director and any amounts payable to the Director are made on account of
the Director ceasing to be a director, then any amounts payable to the Director shall be made on the first business
day of the seventh month following the date he or she ceases to be a Director (or, if earlier, on the date of the
Director’s death) to the extent such delayed payment is required in order to avoid a prohibited distribution under
Section 409A(a)(2) of the Code.

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g) Notwithstanding anything to the contrary in the Plan, payment to a Director shall not be delayed hereunder
unless such delay is permitted under Section 409A of the Code, including, without limitation, if the Company
reasonably anticipates that the issuance or delivery of shares of Company Common Stock will violate Federal
securities or other applicable law, and provided further that in the event the issuance or delivery of shares of
Company Common Stock are delayed hereunder, such issuance or delivery will thereafter be made at the earliest
date at which the Company reasonably anticipates that the issuance or delivery will not cause such violation.

h) Notwithstanding anything in the Plan to the contrary, the Committee may, with the Grantee’s consent,
accelerate or delay the payment of any benefits under the Plan under the circumstances, and to the extent permitted
by Code section 409A and to the extent the acceleration or delay does not materially and adversely impact the rights
of any participating Director.

5. INTEREST

On the last day of each calendar quarter interest shall be credited to each Director’s cash account calculated on the
unpaid balance in such cash account as calculated from time to time during the quarter. The rate of interest to be
credited will be 1% per annum less than the announced prime rate of the Bank of America, N.A. as the same shall
exist from time to time during the quarter.

6. PAYMENT IN EVENT OF DEATH

If a Director should die before all deferred amounts credited to the Director’s cash account, stock account or Pension
Plan Stock Account have been distributed, the balance of any deferred fees, dividends if any, and interest then in the
Director’s account shall be paid in one lump sum payment to the Director’s designated beneficiary within 60 days
after the Director’s death unless otherwise elected in the Deferral Election. If such Director did not designate a
beneficiary or in the event that the beneficiary or beneficiaries designated by such Director shall have predeceased
the Director, the balance in the Director’s account shall be paid to the Director’s estate at the time and in the form set
forth in the foregoing sentence.

7. TERMINATION OF ELECTION

A Director may terminate his election to defer payment of one or more of his or her retainer fees, meeting fees or
cash dividends payable on Company Common Stock by written notice delivered to the Corporate Secretary of the
Company. Such termination shall become effective as of the end of the calendar year in which notice of termination
is given with respect to the retainer fees, meeting fees or dividends payable during subsequent calendar
years. Amounts credited to the account of a Director prior to the effective date of termination shall not be affected
thereby and shall be paid only in accordance with Sections 4 and 6 above.

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8. RIGHTS UNSECURED

The right of any Director to receive payment of deferred amounts under the provisions of the Plan shall be an
unsecured claim against the general assets of the Company. The maintenance of individual Director accounts is for
bookkeeping purposes only. The Company is not obligated to acquire or set aside any particular assets for the
discharge of its obligations, nor shall any Director have any property rights in any particular assets held by the
Company, whether or not held for the purpose of funding the Company’s obligations hereunder.

9. NONASSIGNABILITY

During the Director’s lifetime, the right to any deferred fees, dividends if any, and interest thereon may not be
transferred, assigned, hypothecated or pledged. Any such attempt to transfer, assign, hypothecate or pledge the
account shall be void.

10. INTERPRETATION AND AMENDMENT

The Plan shall be administered by the Corporate Governance Committee of the Company. The decision of such
Committee with respect to any questions arising as to the interpretation of this Plan, including the severability of any
and all of the provisions thereof, shall be final, conclusive and binding. The Company reserves the right, to the extent
permitted under Code section 409A, to modify this Plan from time to time, including, without limitation, to comply with
the requirements of any applicable tax laws, securities laws, and other applicable state and federal laws, or to repeal
the Plan entirely, provided, however, that no modification of this Plan shall operate to annul an election already in
effect for the current calendar year or any preceding calendar year unless permitted or required under Code section
409A; provided further, however, that no amendment to this Plan shall materially and adversely modify or impair the
then existing rights of any Director without such individual's written consent.

It is intended that the Plan and the Committee’s exercise of authority or discretion hereunder shall comply with the
provisions of Code section 409A and the Treasury Regulations relating thereto so as not to subject a Director to the
payment of interest and tax penalty which may be imposed under Code section 409A. In furtherance of this interest,
to the extent that any regulations or other guidance issued under Code section 409A after the Effective Date would
result in a Director being subject to payment of interest and tax penalty under Code section 409A, the Company may
amend the Plan, without the Director’s consent, including with respect to the timing of payment of benefits, in order to
avoid the application of or to comply with the requirements of Code section 409A; provided, however, that the
Company makes no representation that compensation or benefits payable under this Plan shall be exempt from or
comply with Code section 409A and makes no representation to preclude Code section 409A from applying to the
compensation or benefits payable under the Plan.

11. EFFECTIVE DATE

The effective date of this Plan will be December 31, 2008.

Exhibit 10.58
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THIRD AMENDED AND RESTATED

RADIOSHACK 2004 DEFERRED STOCK UNIT PLAN

FOR NON-EMPLOYEE DIRECTORS

Effective Date of Third Amendment and Restatement: December 31, 2008


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TABLE OF CONTENTS

ARTICLE ONE – NAME AND


PURPOSE
Page No.
1.1 Name 1
1.2 Purpose 1

ARTICLE TWO – DEFINITIONS

2.1 Beneficiary 1
2.2 Board of Directors 1
2.3 Business Day 1
2.4 Change in Control 1
2.5 Code 3
2.6 Commitee 3
2.7 Common Stock 3
2.8 Company 3
2.9 Consent 3
2.10 Date of Grant 4
2.11 Deferred Stock Unit 4
2.12 Deferred Stock Unit Agreement 4
2.13 Director 4
2.14 Distributed Stock 4
2.15 Effective Date 4
2.16 Eligible Director 4
2.17 Fair Market Value 4
2.18 Grant 4
2.19 Grantee 5
2.20 New Director 5
2.21 Normal Retirement Date 5
2.22 Payment Event 5
2.23 Plan 5
2.24 Plan Action 5
2.25 Plan Year 5
2.26 Rule 16b-3 5
2.27 Stockholder 5
2.28 Subsidiary 5
2.29 Termination of Directorship 5

ARTICLE THREE – ADMINISTRATION

3.1 Plan Administration 5


3.2 Powers and Duties of the Committee 6
3.3 Governance of the Committee 6
3.4 Limitation of Liability 6
3.5 Administrative Plan Years 6
3.6 Compliance with Code Section 409A 6

ARTICLE FOUR – PARTICIPATION

4.1 Participation 6
4.2 Grantees 6

ARTICLE FIVE – STOCK AVAILABLE FOR GRANTS

5.1 Available Stock 7


5.2 Source of Stock 7

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ARTICLE SIX – DEFERRED STOCK UNIT GRANTS

6.1 Granting of Deferred Stock Units 7


6.2 Deferred Stock Unit Agreements 7
6.3 Vesting of Deferred Stock Units 8
6.4 Stockholder Rights 8
6.5 Dividend Equivalents 8

ARTICLE SEVEN – RESTRICTIONS ON DEFERRED STOCK


UNITS

7.1 Transfer Restrictions 9


7.2 Other Restrictions 9

ARTICLE EIGHT – PAYMENT OF COMMON STOCK

8.1 Vested Deferred Stock Units 9


8.2 (RESERVED) 9
8.3 Deliver of Distributed Stock 9
8.4 Acceleration or Delay of Payments 10

ARTICLE NINE – BENEFICIARY DESIGNATION

9.1 Procedures for Beneficiary Designation 10


9.2 Default Beneficiaries 10

ARTICLE TEN – AMENDMENTS

10.1 Plan May Be Amended 10


10.2 Limitations on Plan Amendment 10

ARTICLE ELEVEN – TERMINATION

11.1 Plan Termination 10

ARTICLE TWELVE – MISCELLANEOUS

12.1 Consents 11
12.2 Other Payments or Awards 11
12.3 Section Headings 11
12.4 Number 11
12.5 Waiver 11
12.6 Governing Law 11
12.7 Participant Rights 11
12.8 Code Section 409A 11

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ARTICLE ONE
NAM E AND PURPOSE

1.1 Name. The name of this Plan shall be the RadioShack 2004 Deferred Stock Unit Plan for Non-Employee
Directors. The Company hereby amends and restates, effective as of December 31, 2008, the Plan in order to satisfy the
requirements of section 409A of the Code.

The Company intends that this Plan, as amended and restated, applies solely to compensation earned or vested on or after
January 1, 2005, including any earnings thereon, to the extent such compensation was not paid or distributed prior to December
31, 2008. Further, it is the intent of the Company that this Plan, as amended and restated, shall have no effect whatsoever on any
benefits earned and vested on or before December 31, 2004, including any earnings thereon, and the parties intend that such
benefits remain exempt from Code section 409A.

1.2 Purpose. The Plan is maintained to advance the interests of the Company and its Stockholders by affording to
Eligible Directors of the Company an opportunity to acquire or increase their proprietary interest in the Company, thereby aligning
their interests with Stockholders, and increasing their incentive for enhancing Stockholder value. Grants of Deferred Stock Units
pursuant to the Plan to Eligible Directors shall be in lieu of option grants to Eligible Directors pursuant to the Company’s 1997,
1999 and 2001 Incentive Stock Plans.

ARTICLE TWO
DEFINITIONS

2.1 Beneficiary. “Beneficiary'' means the person, persons, entity or entities so designated, or deemed to be
designated, by a Grantee pursuant to Article Nine.

2.2 Board of Directors. “Board of Directors'' means the Board of Directors of the Company, as constituted from time
to time.

2.3 Business Day. “Business Day” means each Monday through Friday in which national banks located in the
State of Texas are open for business.

2.4 Change in Control. ‘‘Change in Control’’ shall mean the occurrence during the term of the Plan and during the
term of any Deferred Stock Unit issued under the Plan of:

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting
Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule
13d-3 promulgated under the 1934 Act) of fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which
are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in
Control.

A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part
thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting
equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a “Subsidiary”),
(ii) the Company or its Subsidiaries, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);

(b) The individuals who, as of June 1, 2004, are members of the Board (the “Incumbent Board”), cease for any
reason to constitute at least two-thirds of the Board; provided,

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however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote
of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy
Contest; or

(c) The consummation of:

(i) A merger, consolidation, reorganization or other business combination with or into the Company or in
which securities of the Company are issued, unless

(A) the stockholders of the Company, immediately before such merger,


consolidation, reorganization or other business combination, own directly or indirectly immediately following such merger,
consolidation, reorganization or other business combination, at least sixty percent (60%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such merger or consolidation, reorganization or other business
combination (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation, reorganization or other business combination,

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of
the agreement providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds
of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a
majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any
trust forming a part thereof) that, immediately prior to such merger, consolidation, reorganization or other business combination was
maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such
merger, consolidation, reorganization or other business combination had Beneficial Ownership of fifteen percent (15%) or more of
the then outstanding Voting Securities, has Beneficial Ownership of fifteen percent (15%) or more of the combined voting power of
the Surviving Corporation’s then outstanding voting securities, and

A transaction described in clauses (A) through (C) shall herein be referred to as a “Non-Control Transaction.”

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company to any Person
(other than (i) any such sale or disposition that results in at least fifty percent (50%) of the Company’s assets being owned by one
or more subsidiaries or (ii) a distribution to the Company’s stockholders of the stock of a subsidiary or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired
Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities (X) as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this subsection (X)) as a
result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the

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Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (Y) and such
Subject Person (1) within fourteen (14) Business Days (or such greater period of time as may be determined by action of the
Board) after such Subject Person would otherwise have caused a Change in Control (but for the operation of this clause (Y)), such
Subject Person notifies the Board that such Subject Person did so inadvertently, and (2) within seven (7) Business Days after such
notification (or such greater period of time as may be determined by action of the Board), such Subject Person divests itself of a
sufficient number of Voting Securities so that such Subject Person is no longer the Beneficial Owner of more than the permitted
amount of the outstanding Voting Securities.

Notwithstanding the foregoing, for purposes of Section 8.1(b), a Change in Control shall occur with respect to a Grantee only upon
the occurrence of an event that both (a) constitutes a Change in Control under the above definition and (b) constitutes a change in
control event for purposes of Code section 409A.

2.5 Code. “Code'' means the Internal Revenue Code of 1986, as amended, and any lawful regulations or
pronouncements thereunder. Unless otherwise indicated, all “section” or “Code references are to the Code and the Treasury
Regulations related thereto, as may be amended from time to time, promulgated under the authority of the applicable Code section
and, in each case, any successor provisions thereto.

2.6 Committee. “Committee'' means the Management Development and Compensation Committee of the Board of
Directors, as constituted from time to time (including any successor committee under any different name), which shall:

(a) consist of at least three (3) Directors, each of whom shall be an “outside director'' of the Company (within the
meaning of Code Section 162(m)) and a “nonemployee director'' of the Company (within the meaning of Rule 16b-3); and

(b) be authorized by the Board to exercise all authority granted to it under this Plan and any Board actions.

2.7 Common Stock. “Common Stock'' means shares of common stock of RadioShack Corporation, with par value
of one dollar ($1.00) per share.

2.8 Company. “Company'' means RadioShack Corporation, a Delaware corporation, or any corporation or entity that
is a successor to RadioShack Corporation or substantially all of the assets of RadioShack Corporation, that assumes the
obligations of RadioShack Corporation under this Plan by operation of law or otherwise.

2.9 Consent. The term “Consent'' means, with respect to any Plan Action, (i) any and all listings, registrations or
qualifications in respect thereof upon
any securities exchange or under any federal, state or local law, rule or regulation; (ii) any and all written agreements and representations by
the Grantee with respect to the acquisition or disposition of shares of Common Stock, or with respect to any other matter, which the Committee
shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the
requirement that any such listing, qualification or registration be made; and (iii) any and all consents, clearances and approvals by any
governmental or other regulatory bodies.

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2.10 Date of Grant. “Date of Grant'' means the date the Committee makes a Grant to an Eligible Director as
specified in the Deferred Stock Unit Agreement.

2.11 Deferred Stock Unit. “Deferred Stock Unit'' means a deferred stock unit that has been granted to a Grantee in
accordance with, and subject to, the terms and conditions of this Plan.

2.12 Deferred Stock Unit Agreement. “Deferred Stock Unit Agreement'' means a written agreement executed by the
Company and a Grantee effecting, and establishing the terms and conditions of, a Grant of Deferred Stock Units to such Grantee
under this Plan.

2.13 Director. “Director'' means a member of the Board of Directors.

2.14 Distributed Stock. “Distributed Stock” shall have the meaning set forth in Section 8.1.

2.15 Effective Date. “Effective Date'' means the effective date of the Plan which is December 31, 2008.

2.16 Eligible Director. “Eligible Director'' means a Director who is:

(a) not a common law employee of the Company or any of its Subsidiaries; and

(b) entitled to participate in the Plan pursuant to Section 4.1.

A Director who is also a common law employee of the Company or any of its Subsidiaries shall, to the extent permitted by law or
the New York Stock Exchange rules, become eligible to participate in this Plan only after termination of such employment.

2.17 Fair Mark et Value. “Fair Market Value” means on any date the average of the high and low sales prices of the
shares of Common Stock on such date on the principal national securities exchange on which such Common Stock is listed or
admitted to trading, or if such Common Stock is not so listed or admitted to trading, the arithmetic mean of the per share closing
bid price of the Common Stock and per share closing asked price of the Common Stock on such date as quoted on the National
Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to shares of Common Stock on such date, the Fair Market
Value shall be the value established by the Board in good faith.

2.18 Grant. “Grant'' means a grant of Deferred Stock Units which are nontransferable and subject to the terms and
conditions of this Plan and any related Deferred Stock Unit Agreement.

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2.19 Grantee. “Grantee'' means an Eligible Director to whom a Grant has been made in accordance with Article Six.

2.20 New Director. “New Director” means an Eligible Director who attends his or her initial meeting of the Board of
Directors on or after the Effective Date.

2.21 Normal Retirement Date. “Normal Retirement Date” means the date on which the Grantee mandatorily retires
as a result of attaining “retirement age” under the Company’s Corporate Governance Framework, which currently requires retirement
prior to the annual meeting of shareholders following his or her 72nd birthday.

2.22 Payment Event. “Payment Event” shall have the meaning set forth in Section 8.1

2.23 Plan. “Plan'' means the RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors, as amended
from time to time.

2.24 Plan Action. Any Grant under the Plan, the issuance of shares of Common Stock or other rights under the
Plan, or the taking of any other action under the Plan.

2.25 Plan Year. “Plan Year'' means the twelve (12) month period beginning June 1 and ending on May 31.

2.26 Rule 16b-3. “Rule 16b-3'' means Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, and any successor rule or rules with the same or similar purpose.

2.27 Stock holder. “Stockholder'' means an individual or entity that owns one (1) or more shares of Common Stock.

2.28 Subsidiary. “Subsidiary'' means any entity in which the Company owns, directly or indirectly, stock or other
ownership interests possessing at least eighty percent (80%) or more of the total combined voting power of all classes of stock or
other ownership interests entitled to vote or at least eighty percent (80%) of the total value of shares of all classes of stock or other
ownership interests of such entity as determined pursuant to Code section 1563(a)(1), but only during the period any such entity
would be so defined. “Subsidiary” also means a 100% owned entity in which a check-the-box election under Code section 7701
has been made.

2.29 Termination of Directorship. “Termination of Directorship'' means the termination of an individual's status as a
Director for any reason whatever, whether voluntarily or involuntarily, including death of the Director. For purposes of Section 8.1(a),
a “Termination of Directorship” will occur on the date of the Director’s “separation from service” within the meaning of Code section
409A.

ARTICLE THREE
ADM INISTRATION

3.1 Plan Administration. Unless otherwise specified by the Board of Directors, this Plan shall be administered by
the Committee. The Board of Directors may, in its sole discretion, at any time and from time to time, by an official action, resolve to
administer the Plan effective as of a date specified in such action. In the event

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the Board of Directors exercises its discretion to administer the Plan, all references to the “Committee'' herein shall be deemed to
be references to the “Board of Directors.''

3.2 Powers and Duties of the Committee. The Committee shall have the sole and exclusive authority and discretion
to: (i) exercise all powers granted to it under the Plan and under any Board of Directors’ action; (ii) construe, interpret, and
implement the Plan, any Deferred Stock Unit Agreement and related documents; (iii) cause the Company to enter into Deferred
Stock Unit Agreements with Eligible Directors (including, but not limited to, the authority to prescribe the form of such Deferred
Stock Unit Agreements and the legend, if any, to be affixed to the certificates representing such shares issued under this Plan); (iv)
prescribe, amend and rescind rules and interpretations relating to the Plan; (v) make all determinations necessary or advisable in
administering the Plan; (vi) correct any defect, supply any omission and reconcile any inconsistency in or between the Plan, any
Deferred Stock Unit Agreement and related documents; and (vii) designate one or more persons or agents to carry out any or all of
its administrative duties hereunder (provided that none of the duties required to be performed by the Committee under Rule 16b-3, or
Article Six below, may be delegated to any other person or agent). The Company shall furnish the Committee with such clerical and
other assistance as is necessary for the performance of the Committee's duties under this Plan.

3.3 Governance of the Committee. All actions of the Committee with respect to the Plan shall require the affirmative
vote of a majority of its members present at a meeting at which a quorum is present (in person, telephonically, electronically or as
otherwise permitted by the Committee’s governing documents). The determination of the Committee, in its sole and exclusive
discretion, on all matters relating to the Plan, any Deferred Stock Unit Agreement or related documents shall be conclusive.

3.4 Limitation of Liability. No member of the Committee or any of its designees who are employees of the Company
shall be liable for any action or determination made in good faith with respect to the Plan, any Deferred Stock Unit Agreement or
related documents.

3.5 Administrative Plan Years. The Plan shall be administered and operated on the basis of the Plan Year.

3.6 Compliance with Code Section 409A. The Plan is intended to comply with the requirements of Code section 409A, to the
extent applicable, and shall be interpreted and administered accordingly.

ARTICLE FOUR
PARTICIPATION

4.1 Participation. All Eligible Directors shall participate in the Plan and be eligible to receive Grants pursuant to
Article Six.

4.2 Grantees. An Eligible Director designated pursuant to Section 4.1 shall be deemed to be a Grantee upon
execution of a Deferred Stock Unit Agreement between such Eligible Director and the Company in accordance with Article Six. An
Eligible Director shall remain a Grantee until such time as he or she no longer has any Deferred Stock Units subject to the terms of
this Plan or any Deferred Stock Unit Agreement.

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ARTICLE FIVE
STOCK AVAILABLE FOR GRANTS

5.1 Available Stock. Deferred Stock Units representing up to one million (1,000,000) shares of Common Stock may
be granted under this Plan. In the event that the number or kind of outstanding shares of Common Stock of the Company shall be
changed by reason of recapitalization, reorganization, redesignation, merger, consolidation, stock split, stock dividend, combination
or exchange of shares, exchange for other securities, or the like, the number and kind of Deferred Stock Units representing
Common Stock that may thereafter be issued under this Plan, along with any Deferred Stock Units then outstanding, may be
appropriately adjusted as determined by the Committee so as to reflect such change. In accordance with (and without limitation
upon) the foregoing, Deferred Stock Units available under this Plan and covered by Grants that expire, terminate, are forfeited or are
canceled for any reason whatever shall again become available for Grants under this Plan.

5.2 Source of Stock. The Distributed Stock that may be issued under this Plan pursuant to Section 8.1 shall be
made available from authorized and unissued shares or treasury shares of Common Stock of the Company.

ARTICLE SIX
DEFERRED STOCK UNIT GRANTS

6.1 Granting of Deferred Stock Units.

(a) Each New Director shall receive a one-time Grant of such number of Deferred Stock Units that will equal the
same number of shares of Company Common Stock that have a Fair Market Value of $150,000 on the date such New Director
attends his or her initial meeting of the Board of Directors as a Director.

(b) On the first Business Day in June of each Plan Year, each Eligible Director on such date who has served as a
Director for one year or more as of June 1 of such Plan Year shall be Granted, on the first Business Day in June of each year, such
number of Deferred Stock Units that will equal the same number of shares of Company Common Stock that have a Fair Market
Value of $105,000 on such grant date or such lesser amount as the Committee may determine.

(c) All Grants shall be subject to the terms of this Plan, a Deferred Stock Unit Agreement and such other terms and
conditions as the Committee shall deem necessary or appropriate.

6.2 Deferred Stock Unit Agreements. The granting of Deferred Stock Units to an Eligible Director under this Plan
shall be contingent on such Eligible Director executing a Deferred Stock Unit Agreement in the form prescribed by the Committee.
Each Deferred Stock Unit Agreement shall (i) indicate the number of Deferred Stock Units granted to the Eligible Director; (ii)
indicate the effective date of the Grant; (iii) include provisions reflecting the vesting of the Deferred Stock Units under this Plan; and
(iv) include any other terms, conditions or restrictions the Committee deems necessary or appropriate.

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6.3 Vesting of Deferred Stock Units.

(a) The Deferred Stock Units shall vest in three (3) equal amounts on the first, second and third anniversaries of the
Date of Grant, provided that the Grantee is an Eligible Director on each such vesting date.

(b) Upon the occurrence of a Payment Event, the Grantee shall forfeit to the Company, without consideration
therefor, all unvested Deferred Stock Units, and such Deferred Stock Units shall be available for future Grants as provided in Section
5.1.

(c) Notwithstanding the preceding, however, all unvested Deferred Stock Units held by a Grantee shall immediately
vest in the event of (i) a Change in Control, (ii) the death of the Grantee, (iii) the date the Committee determines, in its sole
discretion, that the Grantee is totally disabled, (iv) the Grantee’s Normal Retirement Date, or (v) the Grantee’s Termination of
Directorship.

6.4 Stock holder Rights. A Grantee shall have no voting rights, dividend rights or any other rights as a Stockholder with
respect to any Deferred Stock Units granted to him or her under this Plan. In addition, a Grantee shall not have any rights as a
Stockholder with respect to any shares of Common Stock issuable pursuant to the Deferred Stock Units until the date on which a
stock certificate (or certificates) representing such Common Stock is issued.

6.5 Dividend Equivalents. Notwithstanding Section 6.4 above:

(a) If on any date, while the Grantee is an Eligible Director, the Company shall pay any dividend on the Common Stock
(other than a dividend payable in Common Stock), the number of Deferred Stock Units credited to the Grantee (including any
unvested Deferred Stock Units) shall as of such payment date be increased by an amount equal to: (x) the product of the number of
Deferred Stock Units credited to the Grantee (including any unvested Deferred Stock Units) as of the record date for such dividend
multiplied by the per share amount of any dividend (or, in the case of any dividend payable in property other than cash, the per
share value of such dividend, as determined in good faith by the Board), divided by (y) the closing price of the Common Stock on
the payment date for such dividend. Accounts shall be credited with fractional Deferred Stock Units, rounded to the third decimal
place.

(b) If on any date, while the Grantee is an Eligible Director, the Company shall pay any dividend on Common Stock that
is payable in Common Stock, the number of Deferred Stock Units credited to the Grantee (including any unvested Deferred Stock
Units) shall be increased by an amount equal to the product of: (x) the number of Deferred Stock Units credited to the
Grantee (including any unvested Deferred Stock Units) as of the record date for such dividend and (y) the number of shares of
Common Stock (including any fraction thereof) payable as a dividend on a share of Common Stock. Accounts shall be credited
with fractional Deferred Stock Units, rounded to the third decimal place.

(c) Deferred Stock Units credited to Grantees in connection with a dividend on Common Stock pursuant to Section 6.5(a)
shall immediately vest.

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ARTICLE SEVEN
RESTRICTIONS ON DEFERRED STOCK UNITS

7.1 Transfer Restrictions. Deferred Stock Units shall not be sold, assigned, exchanged, pledged, hypothecated,
transferred or otherwise disposed of.

7.2 Other Restrictions. The Committee may impose restrictions on Deferred Stock Units in addition to, or different
from, those described in this Plan, as it deems necessary or appropriate. Grants to different Grantees may be made upon different
terms with different conditions or restrictions. Grants may vary from time to time and from Grantee to Grantee. The Committee may
not materially increase the benefits of any Grantee. Notwithstanding the foregoing, any conditions or restrictions imposed on a
grant of Deferred Stock Units shall, at all times, comply with the requirements of Code section 409A, to the extent applicable.

ARTICLE EIGHT
PAYM ENT OF COM M ON STOCK

8.1 Vested Deferred Stock Units. Upon the earlier of

(a) thirty (30) days after a Termination of Directorship or

(b) the date of a Change in Control

(such event referred to as a “Payment Event”), then, subject to the terms of this Plan and any applicable Deferred Stock Unit
Agreement, the Company shall deliver, or cause to be delivered, to the Grantee a number of shares of Common Stock equal to the
aggregate number of vested Deferred Stock Units credited to the Grantee as of such date (including Deferred Stock Units vesting
pursuant to Section 6.3(c) hereof) (the “Distributed Stock”). The Committee shall notify a Grantee (or his or her Beneficiary, if
applicable) of the occurrence of a Payment Event within an administratively practicable time. The Grantee shall receive cash in lieu
of the distribution of Common Stock for fractional Deferred Stock Units, based on the closing price of the Common Stock on the
date of distribution of the Distributed Stock.

Notwithstanding the foregoing, if a Grantee is a “specified employee,” within the meaning of Code section 409A on the date of his or
her Termination of Directorship (as determined in accordance with the methodology established by the Company as in effect on the
date of Termination of Directorship), then payment pursuant to Section 8.1(a) shall be made on the first day of the seventh month
following the date of Termination of Directorship (or, if earlier, on the date of death of the Grantee) to the extent such delayed
payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. In such event, the number of
shares of Common Stock and amount of cash delivered to the Grantee shall be determined as of the date of payment.

8.2 [RESERVED]

8.3 Delivery of Distributed Stock . Upon the occurrence of a Payment Event, the Committee shall cause the
Distributed Stock to be issued to the Grantee. In the event of a Grantee's death, such certificates shall be delivered to the Grantee's
Beneficiary, determined in accordance with Article Nine.

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8.4 Acceleration or Delay of Payments. Notwithstanding anything in the Plan to the contrary, the Committee, with
the consent of the Grantees, may accelerate or delay the payment of any benefits under the Plan under the circumstances, and to
the extent, permitted by Code section 409A.

ARTICLE NINE
BENEFICIARY DESIGNATION

9.1 Procedures for Beneficiary Designation. A Grantee may designate a Beneficiary or Beneficiaries to receive any
shares of Distributed Stock or other amounts that become payable on account of the Grantee's death, in such manner as the
Committee may require.

9.2 Default Beneficiaries. If a Grantee has not designated a Beneficiary or Beneficiaries in accordance with Section
9.1, any shares of Distributed Stock shall be distributed to the person or persons in the first of the following classes in which there
are any survivors of such Grantee:

(a) his or her spouse at the time of death;

(b) the executor or administrator of his or her estate;

(c) his or her issue per stirpes; and

(d) his or her parents.

ARTICLE TEN
AM ENDM ENTS

10.1 Plan May Be Amended. Subject to Section 10.2, the Board of Directors may amend this Plan for any reason
and at any time.

10.2 Limitations on Plan Amendment. Except as otherwise provided in Section 5.1, no amendment shall increase
the maximum number of shares of Common Stock that may be granted under this Plan without the further approval of the
Stockholders. Furthermore, any amendment to this Plan meeting the definition of a “material revision'' (or any successor definition)
under the listing requirements of the New York Stock Exchange shall be approved by the Stockholders as required by such listing
requirements. The Board of Directors may also amend the Plan and any awards under the Plan at any time, to the extent
permitted under Code section 409A, including, without limitation, to comply with the requirements of any applicable tax laws,
securities laws, and other applicable state and federal laws. Anything to the contrary notwithstanding, no amendment to this Plan
shall materially and adversely modify or impair the then existing rights of Grantees without such individual's written consent.

ARTICLE ELEVEN
TERM INATION

11.1 Plan Termination. Awards may be made under this Plan until May 31, 2014. Notwithstanding the preceding,
the Board of Directors may terminate this Plan for any reason, or no reason, and at any time. Plan termination shall not materially
and adversely modify or impair the then existing rights of Grantees without such individual's written consent.

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ARTICLE TWELVE
MISCELLANEOUS

12.1 Consents. If the Committee shall at any time determine that any Consent is necessary or desirable as a
condition to, or in connection with, any Plan Action, then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of the Committee, or the Committee may require that such
Plan Action be taken only in such manner as to make such Consent unnecessary. Notwithstanding the foregoing, payment to a
Grantee shall not be delayed hereunder unless such delay is permitted under Section 409A of the Code, including, without
limitation, if the Committee reasonably anticipates that the issuance or delivery of shares of Common Stock will violate Federal
securities or other applicable law, and provided further that in the event the issuance or delivery of shares of Common Stock are
delayed hereunder, such issuance or delivery will thereafter be made at the earliest date at which the Committee reasonably
anticipates that the issuance or delivery will not cause such violation.

12.2 Other Payments or Awards. Nothing contained in the Plan shall be deemed to in any way limit or restrict the
Company, any Subsidiary, the Board of Directors or the Committee from making any award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in effect.

12.3 Section Headings. The section headings contained herein are for purposes of convenience only and are not
intended to define or limit the contents of said sections.

12.4 Number. The singular herein shall include the plural, or vice versa, wherever the context so requires.

12.5 Waiver. No waiver of any term or provision of this Plan by the Company, any Subsidiary, the Board of Directors
or Committee shall constitute a waiver of the same term or provision in any subsequent case.

12.6 Governing Law. This Plan shall be governed by, construed and enforced in accordance with the internal laws of
the State of Texas, without reference to principles of conflict of laws.

12.7 Participant Rights. This Plan is intended to constitute an unfunded plan for incentive and deferred
compensation of Eligible Directors, and the rights of Eligible Directors under the Plan shall be those of general creditors of the
Company.

12.8 Code Section 409A. It is intended that the Plan and the Board of Directors’ or the Committee’s exercise of
authority or discretion hereunder shall comply with the provisions of Code section 409A and the Treasury Regulations relating
thereto so as not to subject a Grantee to the payment of interest and tax penalty which may be imposed under Code section
409A. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code section 409A after the
Effective Date would result in a Grantee being subject to payment of interest and tax penalty under Code section 409A, the Board
of Directors may amend the Plan, without the Grantee’s consent, including with respect to the timing of payment of benefits, in
order to avoid the application of or to comply with the requirements of Code section 409A; provided, however, that the Company
makes no representation that compensation or benefits payable under this Plan shall be exempt from or comply with Code section
409A and makes no representation to preclude Code section 409A from applying to the compensation or benefits payable under the
Plan.
*****

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Exhibit 10.59

FIRST AMENDED AND RESTATED


RADIOSHACK CORPORATION
OFFICER’S SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
RadioShack Corporation, a Delaware corporation ("RadioShack"), hereby amends and restates, effective as of December
31, 2008, the RadioShack Corporation Officer’s Supplemental Executive Retirement Plan (the “Plan”) in order to satisfy the
requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise indicated, all
“section” or “Code” references are to the Code and the Treasury Regulations related thereto, as may be amended from time to time,
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promulgated under the authority of the applicable Code section and, in each case, any successor provisions thereto.

RadioShack intends that this Plan, as amended and restated, applies solely to compensation earned or vested on or after
January 1, 2005, including any earnings thereon, to the extent such compensation was not paid or distributed prior to December
31, 2008. Further, it is the intent of the RadioShack that this Plan, as amended and restated, shall have no effect whatsoever on
any benefits earned and vested on or before December 31, 2004, including any earnings thereon, and the parties intend that such
benefits remain exempt from Code section 409A.

ARTICLE ONE

PURPOSE

Section 1.1 The purpose of this Plan is to enable RadioShack Corporation and its subsidiaries to provide key
executive personnel certain death and retirement benefits.

ARTICLE TWO

DEFINITIONS

Section 2.1 Beneficiary. The recipient(s) designated (in accordance with Article Seven) by a Participant in
the Plan to whom benefits are payable following his death.

Section 2.2 Benefit Service Year. The service that is used to determine a Participant’s Plan Benefit under
this Plan. Each Participant shall be granted one-twelfth of a year of Benefit Services Year for each full or partial calendar month of
his employment with RadioShack commencing on the date of his appointment as an officer of RadioShack and ending with the date
termination of employment with RadioShack or the cessation of service as an officer of RadioShack, whichever shall first
occur. Determination of Benefit Service Years shall be subject to the following:

(i) Separate years of Participant’s service with RadioShack as an officer shall be aggregated for purposes of determining
Benefit Service Years.

(ii) A Participant’s authorized Leave of Absence will not interrupt continuing of employment of a Participant as an officer for
purposes of the Plan.

Section 2.3 Benefit Service Years Credit. A Participant’s Benefit Service Years Credit shall be equal to
2.5% multiplied by the Participant’s Benefit Service Years. In no event shall a Participant’s Benefit Service Years Credit exceed
50%.

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Section 2.4 Change in Control. For purpose of the Plan, a “Change in Control” shall mean any of the
following events:

(a) An acquisition (other than directly from RadioShack (the “Company” for purposes of this definition)) of any voting
securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control
has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control.

A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part
thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting
equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a “Subsidiary”),
(ii) the Company or its Subsidiaries, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);

(b) The individuals who, as of January 1, 2006, are members of the Board (the “Incumbent Board”), cease for any
reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the
Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no
individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an
actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of:

(i) A merger, consolidation, reorganization or other business combination with or into the Company or in
which securities of the Company are issued, unless

(A) the stockholders of the Company, immediately before such merger, consolidation, reorganization or
other business combination, own directly or indirectly immediately following such merger, consolidation, reorganization or other
business combination, at least sixty percent (60%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation, reorganization or other business combination (the “Surviving Corporation”)
in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation,
reorganization or other business combination,

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds of
the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a
majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust
forming a part thereof) that, immediately prior to such merger, consolidation, reorganization or other business combination was
maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such
merger, consolidation, reorganization or other business combination had Beneficial Ownership of fifteen percent (15%) or more of
the then outstanding Voting Securities, has Beneficial Ownership of fifteen percent (15%) or more of the combined voting power of
the Surviving Corporation’s then outstanding voting securities, and

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A transaction described in clauses (A) through (C) shall herein be referred to as a “Non-Control Transaction.”

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other
than (i) any such sale or disposition that results in at least fifty percent (50%) of the Company’s assets being owned by one or
more subsidiaries or (ii) a distribution to the Company’s stockholders of the stock of a subsidiary or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”)
acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities (X) as a result of the
acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for
the operation of this subsection (X)) as a result of the acquisition of Voting Securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall
occur, or (Y) and such Subject Person (1) within fourteen (14) Business Days (or such greater period of time as may be
determined by action of the Board) after such Subject Person would otherwise have caused a Change in Control (but for the
operation of this clause (Y)), such Subject Person notifies the Board that such Subject Person did so inadvertently, and (2) within
seven (7) Business Days after such notification (or such greater period of time as may be determined by action of the Board), such
Subject Person divests itself of a sufficient number of Voting Securities so that such Subject Person is no longer the Beneficial
Owner of more than the permitted amount of the outstanding Voting Securities.

Notwithstanding the foregoing, for purposes of Section 5.3 hereof, the second (but not the first) sentence in Section 8.5(a) hereof,
and for purposes of Sections 8.5(b) and 8.6 hereof, a Change in Control shall occur with respect to a Participant only upon the
occurrence of an event that both (a) constitutes a Change in Control under the above definition and (b) constitutes a change in
control event for purposes of Code section 409A.

Section 2.5 Committee. The Management Development and Compensation Committee (or any successor
committee under any different name) of the Board of Directors of RadioShack.

Section 2.6 Disability. A physical or mental condition which, in the sole opinion of the Committee, totally
and permanently, prevents a Participant from substantially performing duties for which such Participant is suited to perform either
by education or training, or if such Participant is on a Leave of Absence when such condition develops, substantially performing
duties for which such Participant is suited to perform either by education or training. A determination that Disability exists shall be
based upon competent medical evidence satisfactory to the Committee. The date that any person’s Disability occurs shall be
deemed to be the date such condition is determined to exist by the Committee.

Section 2.7 Employee. A regular full-time executive employee of RadioShack serving as either a
RadioShack Corporate, RadioShack Division or RadioShack subsidiary officer.

Section 2.8 Highest Average Plan Compensation. The average annual Plan Compensation earned by the Participant for the
five consecutive highest-paid Plan years while a Participant. This average shall be computed by dividing the total of the Participant’s
Plan Compensation for such five Plan Years by the number of years in such five Plan Years for which the Participant had Plan
Compensation.

Section 2.9 Leave of Absence. Any period during which:

(a) an Employee is absent with the prior consent of RadioShack, which consent shall be granted under uniform rules
applied to all Employees on a nondiscriminatory basis, but only if such person (i) is an Employee immediately prior to the
commencement of such period of authorized absence and resumes employment with

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RadioShack not later than the first working day following the expiration of such period of authorized absence or (ii) enters into a
contract with RadioShack prior to the absence which provides a right for the Employee to return to work following the Leave of
Absence, upon such terms and conditions as RadioShack may provide in its sole discretion. For purposes of clarification, nothing
in this Section 2.9(a) shall obligate or require RadioShack to enter into any contract with any Employee or other person; or

(b) an Employee who is on “qualified military service” as defined under the Uniformed Services Employment and
Reemployment Rights Act of 1994, but only if such person is an Employee immediately prior to his qualified military service and
resumes employment with RadioShack within the period during which his reemployment rights are guaranteed by law.

Section 2.10 Monthly Plan Benefit Amount. A monthly amount equal to the Participant’s Plan Benefit, as may be adjusted
pursuant to Section 5.1(b) or (c) or Sections 5.2, 8.4, or 8.5 divided by 120.

Section 2.11 Participant. An Employee who has been selected by the Committee and has accepted a Plan
Agreement as provided in Article Three.

Section 2.12 Plan Agreement. The agreement between RadioShack and a Participant, entered into in
accordance with Article Three, as may be amended from time to time hereunder.

Section 2.13 Plan Year. The twelve month period beginning on January 1 and ending December 31,
commencing with calendar year January 1, 1998 through December 31, 1998.

Section 2.14 Plan Benefit. An amount equal to the Participant’s Benefit Service Years Credit multiplied by
the Participant’s Highest Average Plan Compensation multiplied by 10.

Section 2.15 Plan Compensation. The Participant’s annual base salary and any annual bonus earned by
the Participant during a Plan Year. Plan Compensation shall include any portion of the Participant’s base salary and bonus that is
not includible in taxable income because of a deferral election under any plan maintained by RadioShack.

Section 2.16 RadioShack. RadioShack Corporation, a Delaware corporation, and those subsidiary
corporations in which RadioShack owns at least fifty one percent (51%) of the total combined voting power of all classes of stock
entitled to vote.

Section 2.17 RadioShack Subsidiary. Any corporation in which RadioShack owns at least fifty one percent
(51%) of the total combined voting power of all classes of stock entitled to vote.

Section 2.18 Retirement. The following classifications of Retirement as referred to in this Plan are as
follows:

(a) Early Retirement. A Participant’s voluntary election to terminate employment, as opposed to an involuntary
termination by RadioShack, on or after attaining age fifty five (55) but prior to attaining age sixty-five (65).

(b) Normal Retirement. A Participant's termination from employment with RadioShack upon attaining age sixty
five (65).

(c) Late Retirement. A Participant's termination from employment with RadioShack after attaining age sixty five
(65).”

For this purpose, a Participant’s termination from employment will occur on the date of the Participant’s Separation from
Service, and notwithstanding anything contained herein to the contrary, the date on which such Separation from Service takes
place shall be the date of Retirement.

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Section 2.19 Separation from Service. A Participant’s “separation from service” from RadioShack shall fall
within the meaning set forth in Code section 409A.

ARTICLE THREE

SELECTION OF PARTICIPANTS AND


AGREEMENT TO PARTICIPATE

Section 3.1 Existing Participants. The Plan is in addition to the RadioShack Corporation Officer’s Deferred
Compensation Plan, the Salary Continuation Plan for Executive Employees of RadioShack Corporation, the Special Compensation
Plan No.1 for RadioShack Corporation Executive Officers, and the Special Compensation Plan No. 2 for RadioShack Corporation
Executive Officers (collectively, the “Salary Continuation Plans”). The Salary Continuation Plans have certain participants who, as
of December 31, 2005, have been selected by the Committee, in its sole, absolute and exclusive discretion, to be Plan Participants
and to have their benefits transferred from the respective Salary Continuation Plans to the Plan by virtue of new Plan Agreements.
Upon execution of new Plan Agreements, these Participants will no longer be participants in their respective Salary Continuation
Plans and will be Plan Participants.

Section 3.2 New Participants. On and after January 1, 2006, the Committee, in its sole, absolute and
exclusive discretion, shall select, from among the key executive employees of RadioShack who are serving as either a RadioShack
Corporate, RadioShack Division or a RadioShack Subsidiary officer, candidates for participation in the Plan.

ARTICLE FOUR

NO FUNDING OF PLAN BENEFITS

Section 4.1 All benefits under the Plan or a Plan Agreement represent an unsecured promise to pay by
RadioShack Corporation. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of
RadioShack Corporation resulting in the Participants having no greater rights than RadioShack Corporation’s general creditors;
provided, however, nothing herein shall prevent or prohibit RadioShack Corporation from establishing a trust or other arrangement for
the purpose of providing for the payment of the benefits payable under the Plan or Plan Agreement.

ARTICLE FIVE

BENEFITS PAYABLE TO PARTICIPANTS AND


TO BENEFICIARIES OF PARTICIPANTS

Section 5.1 Subject to the terms and conditions of the Plan, upon the Retirement of a Participant,
RadioShack agrees to pay to Participant a Retirement benefit as follows:

(a) Normal Retirement. If a Participant retires at the date of Normal Retirement, then RadioShack agrees to pay
to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of
payment of Normal Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit,
such sum to be paid as set forth in Section 5.3 hereof.

(b) Early Retirement. If a Participant retires at a time that constitutes an Early Retirement, then RadioShack
agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the
termination of payment of Early Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s
Plan Benefit, reduced by five percent (5%) per year for each year that Early Retirement precedes the date of Normal
Retirement. Such year shall be a fiscal year beginning on the date a Participant

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attains age fifty-five (55). Any reduction for a part of a year shall be prorated on a daily basis assuming a 365-day year. Such
amount shall be paid as set forth in Section 5.3 hereof.

(c) Late Retirement. If a Participant retires at a date that constitutes Late Retirement, then RadioShack agrees to
pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of
payment of Late Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit,
reduced by a percentage determined as follows:

Age on Date of Percent of Reduction


Late Retirement of Plan Benefit Amount

66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%

The percent of reduction of a Participant’s Plan Benefit shall be measured on a fiscal year beginning on the date of Participant’s
date of birth and shall commence on the day after the date a Participant attains age 70, and any reduction for a part of a year shall
be prorated on a daily basis at the applicable percentage assuming a 365-day year. Such amount shall be paid as set forth in
Section 5.3 hereof.

Section 5.2 Subject to the terms and conditions of the Plan, upon the death of a Participant, but only if the
Participant is an Employee of RadioShack at his death (except as set forth in Section 5.2(b) below) and is not being paid benefits
pursuant to a Plan Agreement at such time, RadioShack agrees to pay to his Beneficiary from its general assets an amount equal
to such Participant’s Plan Benefit. Such amount shall be paid as set forth in Section 5.3 hereof with respect to such benefits;
however, it is further provided that:

(a) if a Participant dies while an Employee of RadioShack after the date of his Normal Retirement, then the amount
payable to his Beneficiary upon a Participant’s death shall be reduced as set forth in Section 5.1(c) hereof; and

(b) the death of a Participant within the first year after involuntary termination of employment with RadioShack as
provided in Section 8.6 shall not defeat the right of such Participant’s Beneficiary to receive benefits under this Section 5.2 so long
as an event described in Section 8.5(a) or (b) occurs within one year of the date of termination of the Participant’s employment.

Section 5.3 Except as provided in Section 8.5, the Plan Benefit due and payable to a Participant or his
Beneficiary, as the case may be, upon the Normal Retirement, Early Retirement, or the Late Retirement of a Participant, or upon
the death of a Participant, shall be paid in one hundred twenty (120) equal monthly installments in an amount equal to the
Participant’s Monthly Plan Benefit Amount, commencing on the first business day of the seventh month following the date of the
Participant’s Retirement or, if earlier, on the date of the Participant's death. Notwithstanding the foregoing, in the event of a Change
in Control, amounts payable to a Participant or his Beneficiary shall be paid in the amount and manner specified in Sections 8.5
and 8.6.

Section 5.4 Until actually paid and delivered to the Participant or to the Beneficiary entitled to same, none of
the benefits payable by RadioShack under this Plan or any Plan Agreement shall be liable for the debts or liabilities of either the
Participant or his Beneficiary, nor shall the same be subject to seizure by any creditor of the Participant or his

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Beneficiary under any writ or proceeding at law, in equity or in bankruptcy. Further, no Participant or Beneficiary shall have power
to sell, assign, transfer, encumber, or in any manner anticipate or dispose of the benefits to which he is entitled or may become
entitled under the Plan or any Plan Agreement.

Section 5.5

(a) During the period that Participant is receiving benefits under a Plan Agreement and for one (1) year after
cessation of payment of benefits, Participant agrees that he will not, either directly or indirectly, within the United States of America
or in any country of the world that RadioShack (or a RadioShack Subsidiary) or one of its dealers or franchisees sells Consumer
Electronic Products (as hereinafter defined) at retail, own, manage, operate, join, control, be employed by, be a consultant to, be a
partner in, be a creditor of, engage in joint operations with, be a stockholder, officer or director of any corporation, sole
proprietorship or business entity of any type, or participate in the ownership, management, direction, or control or in any other
manner be connected with, any business selling Consumer Electronic Products at retail which is at the time of Participant’s
engaging in such conduct competitive with such products sold by RadioShack except as a stockholder owning less than five
percent (5%) of the shares of a corporation whose shares are traded on a stock exchange or in the over-the-counter market by a
member of the National Association of Securities Dealers. “Consumer Electronic Products” are those type of products sold at the
retail level to the ultimate customer as are advertised by RadioShack. The manufacture of Consumer Electronic Products or the
sale of Consumer Electronic Products at levels of distribution other than the retail level is not considered a violation of this covenant.

(b) In the event that a Participant engages in any of the activities described in Section 5.5(a), RadioShack will give
notice to the Participant specifying in detail the alleged violation of Section 5.5(a). Participant will be allowed ninety (90) days to
cure such default. If the Committee feels there is continuing competition, then, without any further notice or opportunity to cure,
and upon determination by the Committee that such a Participant is engaged in such activities, such Committee’s decision to be
conclusive and binding upon all concerned, and notwithstanding any other provisions of the Plan or of the Plan Agreement with such
Participant, RadioShack’s obligation to a Participant to pay any benefits hereunder shall automatically cease and terminate and
RadioShack shall have no further obligation to such Participant or Beneficiary pursuant to the Plan or the Plan
Agreement. RadioShack may also enforce this provision by suit for damages which shall include but not be limited to all sums paid
to Participant hereunder, or for injunction, or both.

Section 5.6 RadioShack may liquidate out of the interest of a Participant hereunder, but only as Retirement
or death benefits become due and payable hereunder, any outstanding loan or loans or other indebtedness of Participant made in
the ordinary course of the employment relationship, provided that (i) the entire amount of reduction in such benefit in any taxable
year of RadioShack shall not exceed $5,000, and (ii) the reduction shall be made at the same time and in the same amount as the
loan or other indebtedness otherwise would have been due and collected from the Participant.

Section 5.7 Subject to termination or amendment of the Plan, Plan Agreement, or both, and subject to the
requirements of Code section 409A, a Participant's participation in the Plan shall continue during his Disability or his taking a Leave
of Absence notwithstanding the status of the Participant’s employment with RadioShack. Subject to the requirements of Code
section 409A, a Participant who is Disabled or on Leave of Absence shall notify RadioShack of his date of Retirement in such
manner as may be specified by RadioShack. Such notice shall be deemed to be received when actually received by RadioShack
in the manner specified.

Section 5.8 Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may
accelerate or delay the payment of any benefits under the Plan under the circumstances, and to the extent, required or permitted
by Code section 409A.

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ARTICLE SIX

AMENDMENTS OF PLAN AGREEMENTS

Section 6.1 The Committee may enter into amendments to the Plan Agreement with any Participant for the
purpose of amending any provision of this Plan as it might apply to a Participant. In such cases, the acceptance of an amendment
by a Participant is voluntary and until the amended Plan Agreement has been submitted to and accepted by him, it shall not be
effective.

ARTICLE SEVEN

BENEFICIARIES OF PARTICIPANTS

Section 7.1 At the time of his acceptance of a Plan Agreement, a Participant shall be required to designate
the Beneficiary to whom benefits under the Plan and his Plan Agreement will be payable upon his death. A Beneficiary may be one
(1) or more persons or entities, such as dependents, persons who are natural objects of the Participant’s bounty, an inter vivos or
testamentary trust, or his estate. Such Beneficiaries may be designated contingently or successively as the Participant may
direct. The designation of his Beneficiary shall be made by the Participant on a Beneficiary Designation Form to be furnished by
the Committee and filed with it.

Section 7.2 A Participant may change his Beneficiary, as he may desire, by filing new and amendatory
Beneficiary Designation Forms with the Committee.

Section 7.3 In the event a Participant designates more than one (1) Beneficiary to receive benefit payments
simultaneously, each such Beneficiary shall be paid such proportion of such benefits as the Participant shall have designated. If no
such percentage designation has been made, then payments shall be made to each such Beneficiary in equal shares.

Section 7.4 If the designated Beneficiary dies before the Participant in question and no Beneficiary was
successively named, or if the designated Beneficiary dies before complete payment of the deceased Participant’s benefits have
been made and no Beneficiary was successively named, the Committee shall direct that such benefits (or the balance thereof) be
paid to those persons who are the deceased Participant’s heirs-at-law determined in accordance with the laws of descent and
distribution in force at the date hereof in the State of Texas for separate personal property, such determination to be made as
though the Participant had died intestate and domiciled in Texas. Such benefits (or the balance thereof) shall be paid at the time
and in the form otherwise provided for in the Plan.

Section 7.5 Whenever any person entitled to payments under this Plan shall be a minor or under other legal
disability or in the sole judgment of the Committee shall otherwise be unable to apply such payments to his own best interest and
advantage (as in the case of illness, whether mental or physical, or where the person not under legal disability is unable to preserve
his estate for his own best interest), the Committee may in the exercise of its discretion direct all or any portion of such payments
to be made in any one or more of the following ways unless claims shall have been made therefor by an existing and duly appointed
guardian, conservator, committee or other duly appointed legal representative, in which event payment shall be made to such
representative:

(a) directly to such person unless such person shall be an infant or shall have been legally adjudicated incompetent
at the time of the payment;

(b) to the spouse, child, parent or other blood relative to be expended on behalf of the person entitled or on behalf of
those dependents as to whom the person entitled has the duty of support;

(c) to a recognized charity or governmental institution to be expended for the benefit of the person entitled or for the
benefit of those dependents as to whom the person entitled has the duty of support; or

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(d) to any other institution, approved by the Committee, to be expended for the benefit of the person entitled or for
the benefit of those dependents as to whom the person entitled has the duty of support.

The decision of the Committee will, in each case, be final and binding upon all persons and the Committee shall not be obligated to
see to the proper application or expenditure of any payments so made. Any payment made pursuant to the power herein conferred
upon the Committee shall operate as a complete discharge of the obligations of RadioShack and of the Committee.

Section 7.6 If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the
Committee shall have the right to withhold such payments until the matter is finally adjudicated or the Committee may direct
RadioShack to bring a suit for interpleader in any appropriate court, pay any amounts due into the court, and RadioShack shall
have the right to recover its reasonable attorney’s fees from such proceeds so paid or to be paid. Any payment made by the
Committee, in good faith and in accordance with this Plan, shall fully discharge the Committee and RadioShack from all further
obligations with respect to such payments. In acting under this provision, the Committee, where appropriate, shall take all steps
necessary to ensure that any delay in payment to a Beneficiary complies with the requirements of Treas. Reg. section 1.409A-3(g)
including, where payments are withheld, by making any required payments by no later than the end of the year in which the matter
is finally adjudicated.

ARTICLE EIGHT

TERMINATION OF PARTICIPATION

Section 8.1 Except as provided in Sections 5.2(b), 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, termination of a
Participant’s employment with RadioShack other than by reason of Retirement or death, whether by action of RadioShack or the
Participant’s resignation, shall terminate the Participant’s participation in the Plan (for the sake of clarity, a cessation of active
employment during a period of a Leave of Absence (including as a result of a Disability) will not be deemed a termination of
employment for purposes of this sentence, unless such cessation results in a Separation from Service). Neither the Plan nor the
Plan Agreement shall in any way obligate RadioShack to continue the employment of a Participant, nor will either limit the right of
RadioShack to terminate a Participant’s employment at any time, for any reason, with or without cause.

Section 8.2 Except as provided in Sections 8.4, 8.5, 8.6, 10.1 and 10.2 hereof, participation in the Plan by a
Participant shall also terminate if the Plan or his Plan Agreement is terminated by RadioShack in accordance with Article Ten.

Section 8.3 Except as provided in Sections 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, upon termination of a
Participant’s participation in the Plan, all of RadioShack’s obligations to the Participant and his Beneficiary under the Plan and Plan
Agreement and each of them, shall terminate and be of no further effect.

Section 8.4 Except as provided in Sections 8.5, 8.6, 10.1 and 10.2, if a Participant’s participation in the Plan
is terminated, by:

(a) termination of the Plan;

(b) termination of a Plan Agreement; or

(c) termination of employment for any reasons other than

(i) death or Retirement, which shall be governed by Article Five, or

(ii) dishonest or fraudulent conduct of a Participant or indictment of a Participant for a felony crime involving
moral turpitude, in which event no vesting under Section 8.4, 8.6, 10.1, or 10.2 shall occur,

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then such Participant shall be entitled, as set forth below, to a percentage of his Plan Benefit as follows:

Age Attained at Date of Event Set


Forth in Section 8.4(a), (b) or (c) % Vested

Age 54 or younger 0%

Age 55 to age 65 A percent as determined


in 5.1(b) hereof

Age 65 to age 70 100%

Age 70 to age 75 A percent as determined


in 5.1(c) hereto

Age 75 and thereafter 0%

The amount payable under this Section 8.4 shall be determined as of the date of the event set forth in Section 8.4(a), (b) or (c)
hereof and such amount as so determined at that time shall not be altered or changed thereafter, except that the provisions of
Section 5.5 hereof shall remain fully applicable during the Participant's employment by RadioShack, during the payment of benefits
under this Section 8.4 and for one (1) year after the later of termination of employment or cessation of payment of benefits. The
amount payable under this Section 8.4 shall be paid as set forth in Section 5.3 hereunder to commence on the first business day of
the seventh month following the date of the Participant’s Separation from Service.

Section 8.5 Notwithstanding anything to the contrary in the Plan,

(a) In the event of a Change in Control, every Participant who is currently an active Employee immediately shall be
vested in his Plan Benefit determined without regard to Section 5.1(b) but subject to Section 5.1(c). Such Plan Benefit shall be
payable in a lump sum on the first day of the month next following the date of the Participant’s Separation from Service or, if later,
and to the extent Participant is a “specified employee,” within the meaning of Code Section 409A, on the date of his or her
Separation from Service, on the first business day of the seventh month following the date of Separation from Service (or, if earlier,
the date of the Participant’s death) to the extent such delayed payment is required in order to avoid a prohibited distribution under
Code section 409A(a)(2) (with the date of the Separation from Service referred to herein as the “Valuation Date”). Such lump sum
payment shall equal the present value of the Participant's Plan Benefit (as adjusted pursuant to Section 5.1(c), as applicable)
discounted for interest at the Pension Benefit Guaranty Corporation's Immediate Annuity Rate used to value benefits for single-
employer plans terminating on the date of the Separation from Service compounded semi-annually.

(b)(i) In the event of a Change in Control, any Participant or Beneficiary who, on the date of the Change in Control,
was receiving benefits under the Plan shall be entitled to receive a lump sum equal to the present value of the remaining Plan
Benefit no later than 90 days following the date of the Change in Control, calculated in a manner consistent with Section 8.5(a).

(b)(ii) In the event of a Change in Control, any Participant who, on the date of the Change in Control, had
Separated from Service with the right to receive benefits under the Plan but had not yet commenced receiving benefits, or any
Beneficiary of such a Participant, shall be entitled to receive a lump sum as of the earlier of (A) the first business day of the
seventh month following the date of Separation from Service equal to the present value of the remaining Plan Benefit, or (B) the six
month anniversary of the date of the Change in Control, calculated in a manner consistent with Section 8.5(a) hereof .”

For purposes of 8.5(b), the “Valuation Date” shall be the date of the Change in Control.

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Section 8.6 In the event that a Participant (other than a Participant described in Section 8.5(b)) is subject to
an involuntary termination by RadioShack that constitutes a Separation from Service for any reason other than those reasons set
forth in Section 8.4(c)(ii), and within a one year period beginning on the date of such termination there occurs a Change in Control
(that satisfies the last paragraph of Section 2.4 hereof), then such Participant, or his Beneficiary if such Participant dies after
termination of employment, shall be entitled to receive a lump sum equal to the present value of the Participant's Plan Benefit no
later than 90 days following the date of the Change in Control, provided that if the Change in Control does not satisfy the last
paragraph of Section 8.7 hereof, the payment shall be made on the first anniversary of the Participant’s Separation from Service if
payment at such time would not result in a violation of Code section 409A. The lump sum amount payable under this Section 8.6
shall be determined in a manner consistent with Section 8.5(a). For purposes of this Section 8.6, the “Valuation Date” shall be the
date of the Change in Control.

Section 8.7 Notwithstanding any provision to the contrary in the Plan, upon a Change in Control, the
provisions of Sections 5.5 and 5.6 shall lapse and become null and void.

ARTICLE NINE

ADMINISTRATION OF THE PLAN

Section 9.1 The Plan shall be administered by the Committee.

Section 9.2 In addition to the express powers and authorities accorded the Committee under the Plan, it shall
be responsible in its sole, absolute and exclusive discretion for:

(a) construing and interpreting the Plan;

(b) computing and certifying to RadioShack the amount of benefits to be provided in each Plan Agreement for the
Participant or the Beneficiary of the Participant; and

(c) determining the right of a Participant or a Beneficiary to payments under the Plan and otherwise authorizing
disbursements of such payments by RadioShack.

In these and all other respects, the Committee’s decisions shall be conclusive and binding upon all concerned. The Plan is
intended to comply with the requirements of Code section 409A, to the extent applicable, and shall be administered and interpreted
by the Committee accordingly.

Section 9.3 RadioShack agrees to hold harmless and indemnify the members of the Committee against any
and all expenses, claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom,
including without limitation the cost of defense and attorney’s fees, based upon or arising out of any act or omission relating to or in
connection with the Plan other than losses resulting from any such Committee member’s fraud or willful misconduct.

ARTICLE TEN

TERMINATION OR AMENDMENT OF THE PLAN

OR PLAN AGREEMENTS

Section 10.1 RadioShack reserves the right to terminate or amend this Plan or any Plan Agreement, in whole
or in part, at any time, from time to time, by resolution of the Committee, provided, however, that, subject to Section 10.3, no
amendment to the Plan or to any Plan Agreement shall alter the vested rights of a Participant or Beneficiary applicable on the
effective date of such termination or amendment, and such vested rights shall remain unchanged. Rights are deemed to have
vested if benefits are actually being paid or if the only condition precedent to the payment of benefits is

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the termination of employment (unless terminated for reasons set forth in Section 8.4(c)(ii), in which event benefits are forfeited) with
RadioShack or the giving notice of Retirement or the occurrence of an event described in Section 8.5(a) or (b).

Section 10.2 Notwithstanding anything to the contrary in the Plan, but subject to Section 10.3,

(a) Sections 8.5, 8.6, 8.7 and this Section 10.2 shall not be amended or terminated at any time.

(b) For a period of one (1) year following a Change in Control, the Plan or Plan Agreement shall not be terminated or
amended in any way, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the
Participants’ right to existing or future RadioShack-provided benefits or contributions provided hereunder, including, but not limited
to, any change in, or to, the eligibility requirements, benefit formulae and manner and optional forms of payments.

(c) Any amendment or termination of the Plan prior to a Change in Control that (i) was at the request of a third party
who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in
connection with, or in anticipation of, a Change in Control, shall be null and void and shall have no effect whatsoever.

(d) In the event the Plan or any Plan Agreement is terminated or adversely amended to the detriment of any
Participant and within a one-year period from the effective date of any such amendment or termination a Change in Control occurs,
then any Participant so affected whose employment with RadioShack Corporation is subject to a termination that constitutes a
Separation from Service, whether voluntarily or involuntarily, within a three-year period from the date of the Change in Control shall
be entitled to receive those benefits set forth in Section 8.5 hereof to the same extent and in the same amounts as though such
amendment or termination of the Plan or Plan Agreement had not occurred. This Section 10.2(d) shall not apply to any Participant
who, as of the date of the Change in Control, has previously retired or has otherwise voluntarily terminated his employment with
RadioShack Corporation.

The restrictions on amendments set forth in this provision shall not apply to the amendment to the Plan adopted on
November 6, 2008 and effective on December 31, 2008.

Section 10.3 Notwithstanding anything in Section 6.1, 10.1 or 10.2 to the contrary, the Committee may
amend the Plan or any Plan Agreement at any time, without the consent of any Participant or Beneficiary, to the extent the
Committee deems such amendment to be necessary to comply with the requirements of any applicable tax laws, securities laws,
accounting rules and other applicable state and federal laws.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.1 The Plan and Plan Agreement and each of their provisions shall be construed and their validity
determined under the laws of the State of Texas.

Section 11.2 The masculine gender, where appearing in the Plan or Plan Agreement, shall be deemed to
include the feminine gender. The words “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer
to the entire Plan and Plan Agreement, not to any particular provision, section or subsection, and words used in the singular or
plural may be construed as though in the plural or singular where they would so apply.

Section 11.3 Any action brought by a Participant under the Plan or Plan Agreement shall only be brought in
the appropriate state or federal court for Tarrant County, Texas.

Section 11.4 Any person born on February 29 shall be deemed to have been born on the immediately
preceding February 28 for all purposes of this Plan.

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Section 11.5 This Plan shall be binding upon and inure to the benefit of any successor of RadioShack and
any such successor shall be deemed substituted for RadioShack under the terms of this Plan. As used in this Plan, the term
“successor” shall include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or
otherwise, acquires all or substantially all of the assets or business of RadioShack.

Section 11.6 A Participant shall not be required to mitigate the amount of any payment provided for in this
Plan by seeking other employment or otherwise.

Section 11.7 In the event that a Participant institutes any legal action to enforce his rights under, or to
recover damages for breach of any of the terms of this Plan or any Plan Agreement, the Participant, if he is the prevailing party,
shall be entitled to recover from RadioShack all actual expenses incurred in the prosecution of said suit including but not limited to
attorneys' fees, court costs, and all other actual expenses. All reimbursements of eligible expenses under this provision shall be
made no later than the last day of the Participant’s tax year following the taxable year in which the expenses were incurred. The
amount of expenses eligible for reimbursement under this provision in any calendar year shall not affect the amount of expenses
eligible for reimbursement in any other calendar year, and a Participant’s right to reimbursement shall not be subject to liquidation
or exchange for any other benefit. In all events, reimbursement shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv).
Notwithstanding the foregoing, a Participant shall only be entitled to reimbursement of the expenses described above if he is the
prevailing party in such action. If RadioShack provides any reimbursements in accordance with this provision, and the Participant
ultimately is not the prevailing party, the Participant shall be required to refund to RadioShack all amounts previously paid.

Section 11.8 Notwithstanding all other provisions in the Plan, in the event a Participant is entitled to benefits
under two (2) separate sections of the Plan, the maximum a Participant may receive under this Plan is his Plan Benefit, payable in
accordance with Section 5.3 hereof (or Article Eight, if applicable).

Section 11.9 Notwithstanding any other provision of the Plan to the contrary, until the Plan is amended and restated to reflect the
requirements of Internal Revenue Code section 409A, the Plan shall be administered in accordance with all applicable requirements
of Internal Revenue Code section 409A and the regulations or guidance issued with regard thereto, and any distribution,
acceleration or election feature that could result in the early inclusion in gross income shall be deemed restricted or limited to the
extent necessary to avoid such result.

Section 11.10 It is intended that the Plan and the Committee’s exercise of authority or discretion hereunder shall comply with the
provisions of Code section 409A and the Treasury Regulations relating thereto so as not to subject a Participant to the payment of
interest and tax penalty which may be imposed under Code section 409A. In furtherance of this interest, to the extent that any
regulations or other guidance issued under Code section 409A after the effective date of the first amendment and restatement of
this Plan would result in a Participant being subject to payment of interest and tax penalty under Code section 409A, the
Committee may amend the Plan, without the Participant’s consent, including with respect to the timing of payment of benefits, in
order to avoid the application of or to comply with the requirements of Code section 409A; provided, however, that RadioShack
makes no representation that compensation or benefits payable under this Plan shall be exempt from or comply with Code section
409A and makes no representation to preclude Code section 409A from applying to the compensation or benefits payable under the
Plan.

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Exhibit 10.60
FIRST AMENDED AND RESTATED
TERMINATION PROTECTION AGREEMENT
FOR CORPORATE EXECUTIVES

THIS FIRST AMENDED AND RESTATED AGREEMENT (the “Agreement”) effective as of the 31st day of December,
2008 (the “Effective Date”), by and between the "Company" (as hereinafter defined) and James F. Gooch (the
"Executive").

WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the possibility of a "Change in
Control" (as hereinafter defined) exists and that the threat or the occurrence of a Change in Control can result in
significant distractions of its key management personnel because of the uncertainties inherent in such a situation;
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WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its
stockholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and
to ensure his continued dedication and efforts in such event without undue concern for his personal financial and
employment security; and

WHEREAS, in order to induce the Executive to remain in the employ of the Company and the Employer, particularly
in the event of a threat or the occurrence of a Change in Control, the Company has previously entered into an
agreement with the Executive, dated as of November 13, 2006, to provide the Executive with certain benefits in the
event his employment is terminated as a result of, or in connection with, a Change in Control and to provide the
Executive with the "Gross-Up Payment" (as hereinafter defined) and certain other benefits whether or not the
Executive's employment is terminated (the “Prior Agreement”);

WHEREAS, the Company and the Executive now find it desirable and necessary to enter into this Agreement, which
amends and restates the provisions of the Prior Agreement in order to satisfy the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (unless otherwise indicated, all “section” or “Code”
references are to the Code and the Treasury Regulations related thereto, as may be amended from time to time,
promulgated under the authority of the applicable Code section and, in each case, any successor provisions thereto).

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as
follows:

1. Term of Agreement. This Agreement shall commence as of the Effective Date and shall continue in
effect until May 18, 2009; provided, however, that commencing on May 18, 2009 and on each May 18 thereafter, the
term of this Agreement shall be automatically extended for one (1) year unless either the Company or the Executive
shall have given written notice to the other at least ninety (90) days prior thereto that the term of this Agreement shall
not be so extended; and provided, further, however, that notwithstanding any such notice by the Company not to
extend, the term of this Agreement shall not expire prior to the expiration of twenty-four (24) months after the
occurrence of a Change in Control.

2. Definitions.

2.1. Accrued Compensation. For purposes of this Agreement, "Accrued Compensation" shall

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mean an amount which shall include all amounts earned or accrued through the "Termination Date" (as hereinafter
defined) but not paid as of the Termination Date including (i) base salary, and (ii) reimbursement for reasonable and
necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination
Date, (iii) vacation pay, if required by applicable law, and (iv) bonuses and incentive compensation (other than the
"Pro Rata Bonus" (as hereinafter defined)).

2.2. Base Amount. For purposes of this Agreement, "Base Amount" shall mean the greater of the Executive's
annual base salary (a) at the rate in effect on the Termination Date or (b) at the highest rate in effect at any time
during the ninety (90) day period prior to the Change in Control, and shall include all amounts of his base salary that
are deferred under the qualified and non-qualified employee benefit plans of the Company.

2.3. Bonus Amount. For purposes of this Agreement, "Bonus Amount" shall mean the highest annual bonus
paid or payable to the Executive for any fiscal year in respect of the three (3) full fiscal years ended prior to the
Change in Control.

2.4. Cause. For purposes of this Agreement, a termination of employment is for "Cause" if the Executive has
been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the
Board that the Executive (a) intentionally and continually failed substantially to perform his reasonably assigned duties
with the Company (other than a failure resulting from the Executive's incapacity due to physical or mental illness
or from the Executive's assignment of duties that would constitute "Good Reason" as hereinafter defined) which
failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance
has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform,
or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or
otherwise; provided, however, that no termination of the Executive's employment shall be for Cause as set forth in
clause (b) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that
the Executive was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail, and (y)
the Executive shall have been provided an opportunity to be heard in person by the Board (with the assistance of the
Executive's counsel if the Executive so desires). No act, nor failure to act, on the Executive's part, shall be
considered "intentional" unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of
reasonable belief that the Executive's action or failure to act was in the best interest of the Company.

2.5. Change in Control. For purposes of this Agreement, a "Change in Control" shall mean any of the following
events:

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting
Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifteen percent (15%) or more of
the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining
whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as
hereinafter defined) shall not constitute an acquisition which would cause a Change in Control.

A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part
thereof) maintained by (A) the Company or (B) any corporation or other Person of

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which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a “Subsidiary”), (ii) the Company or its Subsidiaries, or (iii) any Person in
connection with a Non-Control Transaction (as hereinafter defined);

(b) The individuals who, as of the Effective Date, are members of the Board (the “Incumbent
Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-
thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described
in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of:

(i) A merger, consolidation, reorganization or other business combination with or into the Company or in which
securities of the Company are issued, unless

(A) the stockholders of the Company, immediately before such merger, consolidation,
reorganization or other business combination, own directly or indirectly immediately following such merger,
consolidation, reorganization or other business combination, at least sixty percent (60%) of the combined voting
power of the outstanding voting securities of the corporation resulting from such merger or consolidation,
reorganization or other business combination (the “Surviving Corporation”) in substantially the same proportion as
their ownership of the Voting Securities immediately before such merger, consolidation, reorganization or other
business combination,

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds
of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly
owning a majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a
part thereof) that, immediately prior to such merger, consolidation, reorganization or other business combination was
maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior
to such merger, consolidation, reorganization or other business combination had Beneficial Ownership of fifteen
percent (15%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifteen percent (15%) or
more of the combined voting power of the Surviving Corporation’s then outstanding voting securities, and

A transaction described in clauses (A) through (C) shall herein be referred to as a “Non-Control Transaction.”

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company to
any Person (other than (i) any such sale or disposition that results in at least fifty percent

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(50%) of the Company’s assets being owned by one or more subsidiaries or (ii) a distribution to the Company’s
stockholders of the stock of a subsidiary or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any
Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then
outstanding Voting Securities (X) as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially
Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this
subsection (X)) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by
the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur, or (Y) and such Subject Person (1) within fourteen (14) Business Days (or such greater period of
time as may be determined by action of the Board) after such Subject Person would otherwise have caused a
Change in Control (but for the operation of this clause (Y)), such Subject Person notifies the Board that such Subject
Person did so inadvertently, and (2) within seven (7) Business Days after such notification (or such greater period of
time as may be determined by action of the Board), such Subject Person divests itself of a sufficient number of
Voting Securities so that such Subject Person is no longer the Beneficial Owner of more than the permitted amount
of the outstanding Voting Securities.”

(d) Notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is
terminated during the term of this Agreement but within one (1) year prior to a Change in Control and the Executive
reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a "Third
Party") or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs,
then for all purposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the
date immediately prior to the date of such termination of the Executive's employment (such a termination, an
“Anticipatory Termination”).

2.6 Company. For purposes of this Agreement, the “Company” shall mean RadioShack Corporation and shall
include its “Successors and Assigns” (as hereafter defined).”

2.7. Disability. For purposes of this Agreement, "Disability" shall mean a physical or mental
infirmity which impairs the Executive's ability to substantially perform his duties with the Company for a period of one
hundred eighty (180) consecutive days and the Executive has not returned to his full time employment prior to the
Termination Date as stated in the "Notice of Termination" (as hereinafter defined).

2.8. (a) Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence after
a Change in Control of any of the events or conditions described in Subsections (i) through (ix) hereof:

(i) a change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which,
in the Executive's reasonable judgment, represents an adverse change in his status, title, position or responsibilities
as in effect at any time within ninety (90) days preceding the date of the Change in Control or at any time thereafter;
the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are
inconsistent with such status, title, position or responsibilities as in effect at any time within ninety (90)

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days preceding the date of the Change in Control or at any time thereafter; or any removal of the Executive from or
failure to reappoint or reelect him to any of his offices or positions, except in connection with the termination of the
Executive's employment for Cause, or as a result of his death, or by the Executive other than for Good Reason;

(ii) a reduction in the rate of the Executive's base salary below the Base Amount or any failure to pay the
Executive any compensation or benefits to which he is entitled within fifteen (15) days of the date notice of
such failure to pay is given to the Company and, in the case of any annual bonus, within forty-five (45) days
following the end of the fiscal year pursuant to which such bonus relates;

(iii) a change in the accounting policies or practices as in effect during the ninety (90) days preceding the
Change in Control or at any time thereafter which, in the Executive's reasonable judgment, results in a reduction in
his earning potential;

(iv) the Company's requiring the Executive to be based at any place outside a 20-mile radius from his place of
employment on the day prior to the Change in Control, except for reasonably required travel on the Company's
business which is not materially greater than such travel requirements prior to the Change in Control;

(v) the failure by the Company to (A) continue in effect (without reduction in benefit levels, reward opportunities
and/or bonus potential for comparable performance) any material compensation or benefit plan in which the
Executive was participating at any time within ninety (90) days preceding the Change in Control or at any time
thereafter including, but not limited to, the plans listed on Appendix A, unless such plan is replaced with a plan that
provides substantially equivalent compensation or benefits to the Executive, or (B) provide the Executive with
compensation and benefits, in the aggregate at least equal (in terms of benefit levels and/or reward opportunities) to
those provided for under each other employee benefit plan, program and practice in which the Executive was
participating at any time within ninety (90) days preceding the Change in Control or at any time thereafter;

(vi) the insolvency or the filing (by any party, including the Company) of a petition for bankruptcy, of the
Company, which petition is not dismissed within sixty (60) days;

(vii) any material breach by the Company of any provision hereof;

(viii) any purported termination of the Executive's employment for Cause by the Company which does not
comply with the terms of Section 2.4 hereof; and

(ix) the failure of the Company to obtain an agreement, satisfactory to the Executive, from any Successor or
Assign of the Company, to assume and agree to perform this Agreement, as contemplated in Section 6 hereof.

(b) Any event or condition described in this Section 2.8(a)(i) through (ix) which occurs during the term of this
Agreement but within one (1) year prior to a Change in Control and which the Executive reasonably demonstrates (i)
was at the request of a Third Party or (ii) otherwise arose in connection with, or in anticipation of, a Change in Control
which actually occurs, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred
prior to the Change in Control.

2.9. Notice of Termination. For purposes of this Agreement, following a Change in

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Control, "Notice of Termination" shall mean a written notice of termination from the Company of the Executive's
employment which indicates the specific termination provision in this Agreement relied upon and which sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

2.10. Pro Rata Bonus. For purposes of this Agreement, "Pro Rata Bonus" shall mean an amount equal
to the Bonus Amount multiplied by a fraction the numerator of which is the number of days in the fiscal year through
the Termination Date and the denominator of which is 365.

2.11. Successors and Assigns. For purposes of this Agreement, "Successors and Assigns" shall
mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including
this Agreement) whether by operation of law or otherwise.

2.12. Termination Date. For purposes of this Agreement, "Termination Date" shall mean in the case of
the Executive's death, his date of death, in the case of Good Reason, the last day of his employment, and in all other
cases, the date specified in the Notice of Termination; provided, however, that if the Executive's employment is
terminated by the Company for Cause or due to Disability, the date specified in the Notice of Termination shall be at
least 30 days from the date the Notice of Termination is given to the Executive, provided that in the case of Disability
the Executive shall not have returned to the full-time performance of his duties during such period of at least 30
days. The Company shall take all steps necessary (including with respect to any post-termination services by the
Executive) to ensure that any termination described in this Agreement constitutes a “separation from service,” within
the meaning of Code section 409A (a “Separation from Service”), and notwithstanding anything contained herein to
the contrary, the date on which such Separation from Service occurs shall be the “Termination Date”.

3. Termination of Employment.

3.1. If, during the term of this Agreement, the Executive's employment with the Company shall be
terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the
following compensation and benefits:

(a) If the Executive's employment with the Company shall be terminated (1) by reason of the Executive's death,
(2) by the Company for Cause or Disability, or (3) by the Executive other than for Good Reason and other than during
the 60-day period commencing on the first anniversary of the date of the occurrence of a Change in Control (the
"Window Period"), the Company shall pay to the Executive the Accrued Compensation and, if such termination is
other than by the Company for Cause, a Pro Rata Bonus.

(b) Except as provided in Section 3.1(e) hereof, if the Executive's employment with the Company shall be
terminated for any reason other than as specified in Section 3.1(a) or during the Window Period, the Executive shall
be entitled to the following:

(i) the Company shall pay the Executive all Accrued Compensation and a Pro-Rata Bonus;

(ii) the Company shall pay the Executive as termination pay and in lieu of any further compensation for periods
subsequent to the Termination Date, in a single payment an amount (the "Termination Amount") in cash equal to two
times the sum of (A) the Base Amount and (B) the Bonus Amount;

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(iii) for twenty-four (24) months from the Termination Date (the "Continuation Period"), the Company shall at its
expense continue on behalf of the Executive and his dependents and beneficiaries the fringe benefits, (excluding
those benefit plans numbered 1 through 5 inclusive on Appendix A but including an automobile or automobile
allowance and the related expenses of public liability insurance, collision coverage, repairs and maintenance) and the
life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Executive at any time during
the 90-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives
who continue in the employ of the Company during the Continuation Period; provided, however, that with respect to
any Executive who was entitled to the use of an automobile provided by the Company within the ninety (90) day period
prior to a Change in Control or at any time thereafter, the Executive shall be paid a cash payment equal to the value of
the Company provided automobile to the Executive for the Continuation Period. The coverage and benefits (including
deductibles and contributions by the Executive, if any) provided in this Section 3.1(b)(iii) during the Continuation
Period shall be no less favorable to the Executive and his dependents and beneficiaries, than the most favorable of
such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company's
obligation hereunder with respect to the foregoing benefits (except for the automobile or automobile allowance and the
related expenses of public liability insurance, collision coverage, repairs and maintenance) shall be limited to the
extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case
the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as
the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the
coverages and benefits required to be provided hereunder. This Subsection (iii) shall not be interpreted so as to limit
any benefits to which the Executive, his dependents or beneficiaries may be entitled under any of the Company's
employee benefit plans, programs or practices following the Executive's termination of employment, including without
limitation, retiree medical and life insurance benefits. To the extent any continuation of benefits contemplated by the
foregoing is not exempt from Code section 409A, (A) the provision of such continuation of benefits during a given
taxable year of the Executive shall not affect the amount of benefits that the Company is obligated to provide in
another taxable year, (B) the Executive’s right to have the Company provide such benefits may not be liquidated or
exchanged for any other benefit, (C) if applicable, any reimbursement shall be made no later than the Executive’s
taxable year following the taxable year in which the expense was incurred, and the continuation of benefits shall
otherwise comply with the requirements of Code section 409A;

(iv) the Company shall pay in a single payment an amount equal to eighty percent (80%) of the maximum
amount the Executive could have contributed under the RadioShack 401(k) Plan, RadioShack Investment Plan and
RadioShack Employee Supplemental Stock Plan as in effect on the date immediately prior to the Change in Control
during the Continuation Period had the Executive continued in the employment with the Company during the
Continuation Period at the greater of his annualized gross salary and wages as in effect immediately prior to the
Change in Control or at any time thereafter; and

(v) (A) the restrictions on any outstanding incentive awards (including restricted stock and granted
performance shares or units) granted to the Executive including, but not limited to, awards granted under the
Company's 1985 Stock Option Plan, 1993 Incentive Stock Plan, 1997 Incentive Stock Plan, 1999 Incentive Stock
Plan, 2001 Incentive Stock Plan or under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested, all stock options and stock appreciation rights granted to the Executive shall
become immediately exercisable and shall become 100% vested, and all performance units granted to the Executive
shall become 100% vested and (B) the Executive shall have the right to require the Company to purchase,

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for cash, any shares of unrestricted stock or shares purchased upon exercise of any options, at a price equal to the
fair market value of such shares on the date of purchase by the Company.

(c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii), (iii) (only as to the automobile allowance and
the related expenses of public liability insurance, collision coverage, repairs and maintenance) and (iv) shall be paid in
a single lump sum cash payment within five (5) days after the Executive's Termination Date (or earlier, if required by
applicable law).

(d) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment except as provided in Section
3.1(b)(iii).

(e) Anything in this Agreement to the contrary notwithstanding, in the event that as of the
Termination Date the Executive is a “specified employee,” within the meaning of Code section 409A (as determined in
accordance with the methodology established by the Company as in effect as of the Termination Date) (a “Specified
Employee”), (X) the payment of amounts of the Accrued Compensation contemplated under Section 3.1(a) that
constitute nonqualified deferred compensation subject to Code section 409A and the Pro-Rata Bonus, (Y) the
payments contemplated under Sections 3.1(b)(i), (ii), (iii) (to the extent those payments are not exempt from Code
section 409A) and (iv) and (Z) any shares deliverable under Section 3.1(b)(v), that are subject to any equity awards
that are subject to Code section 409A (the payment and benefits described in (X), (Y) and (Z), the “409A Deferred
Compensation Amounts”), in each of the foregoing cases that would otherwise be payable, provided or delivered, as
applicable, during the six-month period shall instead be paid, provided or delivered, as applicable on the first business
day of the seventh month following the Executive’s Termination Date, or, if earlier, the Executive’s death, to the extent
such delayed payment is required in order to avoid a prohibited distribution under Code section 409A(a)(2) (the
“Delayed Payment Date). On the Delayed Payment Date, all payments and benefits, and, if applicable, delivery of
shares, deferred pursuant to this Section 3(e) shall be paid, provided, or delivered, as applicable, in a lump sum to the
Executive, and any remaining payments, benefits or delivery of shares due under the Agreement shall be paid,
provided or delivered in accordance with the normal payment and distribution dates specified in this Agreement.

(f) Anything in this Agreement to the contrary notwithstanding, in the event of an Anticipatory
Termination, any 409A Deferred Compensation Amounts shall be paid as follows: (i) if the Change in Control is a
“change in control event,” within the meaning of Code section 409A, (A) except as provided in clause (i)(B), on the
date of such Change in Control, or (B) if the Executive is a Specified Employee, and the Delayed Payment Date is
later than the date of such Change in Control, on the Delayed Payment Date, and (ii) if the Change in Control is not a
“change in control event,” within the meaning of Code section 409A, on the first anniversary of the date of such
Anticipatory Termination to the extent payment on such date would not violate Code section 409A. In the event of an
Anticipatory Termination, any payments or benefits required to be paid or provided under this Agreement that are not
deferred compensation subject to Code section 409A shall be paid or shall commence being provided on the date of
the Change in Control.

3.2. (a) The termination pay and termination benefits provided for in this Section 3 shall be in lieu of any
other severance or termination pay to which the Executive may be entitled under any Company severance or
termination plan, program, policy or practice.

(b) The Executive's entitlement to any other compensation or benefits (other than the

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Pro Rata Bonus and other than the termination pay and termination benefits as provided under this Section 3) shall be
determined in accordance with the Company's employee benefit plans (including, the plans listed on Appendix A) and
other applicable programs, policies and practices then in effect.

4. Notice of Termination. Following a Change in Control, any purported termination of the Executive's
employment by the Company and/or the Employer shall be communicated by Notice of Termination to the
Executive. For purposes of this Agreement, no such purported termination shall be effective without such Notice of
Termination.

5. Excise Tax Payments.

(a) In the event that any payment or benefit (within the meaning of Code section 280G(b)(2)), to the Executive
or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in
connection with, or arising out of, his employment with the Company or a change in ownership or effective control of
the Company or of a substantial portion of its assets (a "Payment" or "Payments"), would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as
the "Excise Tax"), then the Executive will be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes (including any interest or penalties, other than interest
and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on his
return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross-
Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.

(b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the
amount of such Gross-Up Payment shall be made at the Company's expense by an accounting firm selected by the
Company and reasonably acceptable to the Executive which is designated as one of the five largest accounting firms
in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and documentation to the Company and the Executive
within five days of the Termination Date if applicable, or such other time as requested by the Company or by the
Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax)
and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or
Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax
will be imposed with respect to any such Payment or Payments. Within ten days of the delivery of the Determination
to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). The Gross-Up
Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within
five days of the receipt of the Accounting Firm's determination. The existence of the Dispute shall not in any way
affect the Executive's right to receive the Gross-Up Payment in accordance with the Determination. If there is no
Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the
application of Paragraph 5(c) below.

(c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a
Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Excess Payment") or a
Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an
"Underpayment"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the
Executive from any governmental taxing authority that the Executive's tax liability (whether in respect of the
Executive's current taxable year or in respect

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of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments
with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a
court, (iii) by reason of determination by the Company (which shall include the position taken by the Company,
together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the
Executive's satisfaction. If an Underpayment
occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least
five days prior to the date on which the applicable government taxing authority has requested payment, pay to the
Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties
(other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes
shown due on the Executive's return) imposed on the Underpayment. An Excess Payment shall be deemed to have
occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a
Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up
Payment. A "Final Determination" shall be deemed to have occurred when the Executive has received from the
applicable government taxing authority a refund of taxes or other reduction in the Executive's tax liability by reason of
the Excise Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the
applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority,
or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final
determination has been made by such court and either all appeals have been taken and finally resolved or the time for
all appeals has expired or (y) the statute of limitations with respect to the Executive's applicable tax return has
expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be
treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not
less than 10 days after the determination of such Excess Payment and written notice has been delivered to the
Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate
provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment
relates) was paid to the Executive until the date of repayment to the Company.

(d) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the
Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable
government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has
actually withheld from the Payment or Payments.

(e) Any Gross-Up Payment shall in all events be paid no later than the end of the Executive’s
taxable year next following the Executive’s taxable year in which the Excise Tax (and any income or other related
taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other
applicable taxing authority.

6. Successors; Binding Agreement.

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its Successors and
Assigns and the Company shall require any Successor or Assign to expressly 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 or assignment had taken place.

(b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the
Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative.

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7. Fees and Expenses. The Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by the Executive as they become due as a result of (a) the Executive's
termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such
termination of employment), (b) the Executive seeking to obtain or enforce any right or benefit provided by this
Agreement (including, but not limited to, any such fees and expenses incurred in connection with (i) the Dispute and
(ii) the Gross-Up Payment whether as
a result of any applicable government taxing authority proceeding, audit or otherwise) or by any other plan or
arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits, and (c)
the Executive's hearing before the Board as contemplated in Section 2.4 of this Agreement; provided, however, that
the circumstances set forth in clauses (a) and (b) (other than as a result of the Executive's termination of
employment under circumstances described in Section 2.5(d)) occurred on or after a Change in Control; provided
further, however, that in order to comply with Code section 409A, in no event shall the payments by the Company
under this Section 7 be made later than the last day of the Executive’s tax year following the taxable year in which the
fees and expenses were incurred. The amount of expenses and fees eligible for reimbursement under this provision
in any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year,
and the Executive’ right to reimbursement shall not be subject to liquidation or exchange for any other benefit. In all
events, reimbursement shall be made in accordance with Code section 409A.

8. Notice. For the purposes of this Agreement, notices and all other communications provided for in the
Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when
personally delivered or sent by a nationally recognized overnight delivery service or by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided
that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the
Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or
on the third business day after the sending thereof, except that notice of change of address shall be effective only
upon receipt.

9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided by the Company (except for any
severance or termination policies, plans, programs or practices) and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company
(except for any severance or termination agreement). Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such
plan or program, except as explicitly modified by this Agreement.

10. Settlement of Claims. The Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the
Executive or others.

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or

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subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not expressly set forth in this Agreement.

It is intended that this Agreement and the Company’s exercise of authority or discretion hereunder shall
comply with the provisions of Code section 409A and the Treasury Regulations relating thereto so as not to subject
Executive to the payment of interest and tax penalty which may be imposed under Code section 409A. In furtherance
of this interest, to the extent that any regulations or other guidance issued under Code section 409A after the effective
date of this Agreement would result in
Executive being subject to payment of interest and tax penalty under Code section 409A, the Company may amend
the Agreement, with the Executive’s consent, including with respect to the timing of payment of benefits, in order to
avoid the application of or to comply with the requirements of Code section 409A; provided, however, that the
Company makes no representation that compensation or benefits payable under this Agreement shall be exempt
from or comply with Code section 409A and makes no representation to preclude Code section 409A from applying to
the compensation or benefits payable under the Agreement.

12. Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAW PRINCIPLES THEREOF; PROVIDED, HOWEVER, THAT IN ANY ACTION INVOLVING THE EXECUTIVE AND
THE COMPANY WITH RESPECT TO ANY CLAIM OR ASSERTION THAT THE EXECUTIVE'S EMPLOYMENT WAS
PROPERLY TERMINATED FOR CAUSE, THE COMPANY HAS THE BURDEN OF PROVING THAT THE
EXECUTIVE'S EMPLOYMENT WAS PROPERLY TERMINATED FOR CAUSE.

13. Forum. Any suit brought by the Executive under this Agreement may be brought in the appropriate state or
federal court for Tarrant County, Texas, or for the county wherein the Executive maintains his residence. Any suit
brought by the Company under this Agreement may only be brought in the county wherein the Executive maintains
his residence unless the Executive consents to suit elsewhere.

14. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and
supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof, including, without limitation, the Prior Agreement.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and
the Executive has executed this Agreement effective as of the day and year first above written.

RADIOSHACK CORPORATION

ATTEST: By: __________________________________


Julian C. Day

Title: _________________________________
Chairman and Chief Executive Officer

_____________________________
Corporate Secretary

__________________________________
Executive

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APPENDIX A
COMPENSATION AND BENEFIT PLANS

1. RadioShack 401(k) Plan

2. RadioShack Corporation 1997, 1999 and 2001 Incentive Stock Plans

3. RadioShack Corporation 2007 Restricted Stock Plan

4. RadioShack Corporation Officer’s Supplemental Executive Retirement Plan

5. RadioShack Corporation Officers’ Severance Program

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Exhibit 21

RADIOSHACK CORPORATION AND SUBSIDIARIES

List of Significant Subsidiaries

State or Jurisdiction of
Subsidiaries Incorporation
Tandy Finance Corporation Delaware
TRS Quality, Inc. Delaware
Kiosk Operations, Inc. Delaware
SCK, Inc. Delaware
Atlantic Retail Ventures, Inc. Delaware
R Solutions, Inc. Delaware
Logistic Answers S.A. de C.V. Mexico
Retail Answers S.A. de C.V. Mexico
RadioShack de Mexico, S.A. de C.V. Mexico

Exhibit 23
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-27297, 333-54276,
333-60803, and 333-75766) and to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-23178, 33-
33189, 33-51019, 33-51599, 33-51603, 333-27437, 333-47893, 333-48331, 333-49369, 333-63659, 333-81405, 333-84057, 333-
74894, 333-101792, 333-102141, 333-102142, 333-110961, 333-118121, 333-118122, 333-138453, 333-138454, and 333-143219) of
RadioShack Corporation of our report dated February 24, 2009 relating to the consolidated financial statements and the
effectiveness of internal control over financial reporting, which appears in this Form 10-K.

February 24, 2009


Pricewaterhouse Coopers LLP
Fort Worth, Texas

Exhibit 31 a

CERTIFICATIONS

I, Julian C. Day, certify that:

1. I have reviewed this Annual Report on Form 10-K of RadioShack Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date: February 24, 2009 By /s/ Julian C. Day


Julian C. Day
Chief Executive Officer

Exhibit 31 b

CERTIFICATIONS

I, James F. Gooch, certify that:

1. I have reviewed this Annual Report on Form 10-K of RadioShack Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date: February 24, 2009 By /s/ James F. Gooch


James F. Gooch
Chief Financial Officer

Exhibit 32

SECTION 1350 CERTIFICATIONS

In connection with the Annual Report on Form 10-K of RadioShack Corporation (the “Company”) for the period ending December 31,
2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Julian C. Day, Chief Executive
Officer of the Company, and James F. Gooch, Chief Financial Officer of the Company, certify to our knowledge, pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Julian C. Day

Julian C. Day
Chief Executive Officer
February 24, 2009

/s/ James F. Gooch

James F. Gooch
Chief Financial Officer
February 24, 2009

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
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