form10k123108.htm

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 RadioShack’s Form 10-Q filed on 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 RadioShack’s Form 10-Q filed on 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 (filed as Exhibit 3a(ii) to RadioShack’s Form 10-Q filed on August 11, 1999, for the fiscal quarter ended June 30, 1999, and incorporated herein by reference).
3.4		Amended Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of RadioShack Corporation dated July 26, 1999 (filed as Exhibit 3a(iii) to RadioShack’s Form 10-Q filed on August 11, 1999, for the fiscal quarter ended June 30, 1999, and incorporated herein by reference).
3.5		Certificate of Designations of Series B TESOP Convertible Preferred Stock dated June 29, 1990 (filed as Exhibit 4A to RadioShack's 1993, Form S-8 for the RadioShack Corporation Incentive Stock Plan, Reg. No. 33-51603, filed on November 12, 1993, and incorporated herein by reference).
3.6		RadioShack Corporation Bylaws, amended and restated as of September 11, 2008 (filed as Exhibit 3.1 to RadioShack’s Form 8-K filed on 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 10-Q filed on August 11, 1999, for 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 RadioShack Corporation and Equiserve Trust Company, N.A. (filed as Exhibit 4a to RadioShack’s Form 10-Q filed on May 6, 2005, for the fiscal quarter ended March 31, 2005, and incorporated herein by reference).
4.3		Second Amendment to Amended and Restated Rights Agreement, dated effective January 31, 2006, by and between RadioShack Corporation and Computershare Trust Company, N.A. (filed as Exhibit 4.1 to RadioShack's Form 8-K filed on January 17,2006, and incorporated herein by reference).
4.4		Indenture, dated as of August 18, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as 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 August 18, 2008, and incorporated herein by reference).

10.1		Death Benefit Agreement effective December 27, 2001, among Leonard H. Roberts, Laurie Roberts and RadioShack Corporation (filed as Exhibit 10a to RadioShack’s Form 10-Q filed on May 13, 2002, for the fiscal quarter ended March 31, 2002, and incorporated herein by reference).
10.2		Salary Continuation Plan for Executive Employees of RadioShack Corporation and Subsidiaries including amendment dated June 14, 1984, with respect to participation by certain executive employees, as restated October 4, 1990 (filed as Exhibit 10a to RadioShack’s Form 10-K filed on 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 RadioShack’s Form 10-K filed on 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 as Exhibit 10k to RadioShack’s Form 10-K filed on March 30, 1994, for the fiscal year ended December 31, 1993, and incorporated herein by reference).
10.5		Third Restated Trust Agreement RadioShack Employees Supplemental Stock Program through Amendment No. VI dated August 31, 1999 (filed as Exhibit 10h to RadioShack’s Form 10-Q filed on November 12, 1999, for the fiscal quarter ended September 30, 1999, and incorporated herein by reference).
10.6		Forms of Termination Protection Agreements for (i) Corporate Executives, (ii) Division Executives and (iii) Subsidiary Executives (filed as Exhibit 10m to RadioShack’s Form 10-Q filed on August 14, 1995, for the fiscal quarter ended June 30, 1995, and incorporated herein by reference).
10.7		RadioShack Corporation Amended and Restated Termination Protection Plan (Level I) (filed as Exhibit 10.10 to RadioShack’s Form 10-Q filed on 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 May 23, 2006, and incorporated herein by reference).
10.9		Form of AmeriLink Corporation Stock Incentive Plan, as amended (filed as Exhibit 10.1 to AmeriLink Corporation’s registration statement on Form S-1 file No. 33-69832 and filed as Exhibit A to the AmeriLink Corporation’s 1998 Proxy Statement dated July 6, 1998, which was filed on July 7, 1998, and incorporated herein by reference).

10.10		RadioShack Corporation Unfunded Deferred Compensation Plan for Directors as amended and restated July 22, 2000 (filed as Exhibit 10x to RadioShack’s Form 10-K filed on March 28, 2003, for the fiscal year ended December 31, 2002, and incorporated herein by reference).
10.11		Form of September 30, 1997, Deferred Compensation Agreement between RadioShack Corporation and Leonard H. Roberts (filed as Exhibit 10aa to RadioShack’s Form 10-Q filed on May 13, 1998, for the fiscal quarter ended March 31, 1998, and incorporated herein by reference).
10.12		RadioShack Corporation 1993 Incentive Stock Plan as amended (filed as Exhibit 10a to RadioShack's Form 10-Q filed on November 14, 2001, for the fiscal quarter ended September 30, 2001, and incorporated herein by reference).

10.13		Amended and Restated RadioShack Corporation 1997 Incentive Stock Plan (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on May 24, 2005, and incorporated herein by reference).
10.14		Amended and Restated RadioShack Corporation 1999 Incentive Stock Plan (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on May 24, 2005, and incorporated herein by reference).
10.15		Amended and Restated RadioShack Corporation 2001 Incentive Stock Plan (filed as Exhibit 10.3 to RadioShack’s Form 8-K filed on May 24, 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 Administrative Agent, Paying Agent and Lender, Bank of America, N.A. as Administrative Agent, Initial Issuing Bank and Lender, Wachovia Bank, National Association as Co-Syndication Agent, Initial Issuing Bank and Lender, Keybank National Association and Suntrust Bank, as Co-Syndication Agents and Lenders, Citigroup Global Markets Inc. and Bank of America Securities, LLC as Joint Lead Arrangers and Bookrunners (filed as Exhibit 10a to RadioShack’s Form 10-Q filed on August 5, 2004, for the fiscal quarter ended June 30, 2004, and incorporated herein by reference).
10.17		Amendment No. 1 to the Five Year Credit Agreement dated as of April 29, 2005, among RadioShack Corporation, the Banks, Financial Institutions and Other Institutional Lenders Parties to the Credit Agreement, and Citibank, N.A., as Agent for the Lenders (filed as Exhibit 10h to RadioShack’s Form 10-Q filed on August 8, 2005, for the fiscal quarter ended June 30, 2005, and incorporated herein by reference).
10.18		Amendment No. 2, dated as of June 12, 2006, to the Five Year Credit Agreement, among RadioShack Corporation, the banks, financial institutions and other institutional lenders, Bank of America, N.A., as Administrative Agent, Wachovia Bank, National Association, Keybank National Association and Suntrust Bank, as Co-Syndication Agents, Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Bookrunners, and Citibank, N.A., as Administrative Agent and as Paying Agent (filed as Exhibit 10.2 to RadioShack’s Form 8-K 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 named therein, Citibank, N.A., as Administrative Agent and Paying Agent, Bank of America, N.A., as Administrative Agent and Initial Issuing Bank, Wachovia Bank, National Association, as Co-Syndication Agent and Initial Issuing Bank, Wells Fargo, National Association, as Co-Syndication Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Bookrunners (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed 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 (filed as Exhibit 10.4 to RadioShack’s 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 contained on pages 26 through 29 of RadioShack's Proxy Statement filed on April 8, 2004, for the 2004 Annual Meeting of Stockholders, and incorporated herein by reference).
10.22		Form of Incentive Stock Plan(s) Stock Option Agreement for Officers (filed as Exhibit 10a to RadioShack’s Form 10-Q filed on November 11, 2004, for the fiscal quarter ended September 30, 2004, and incorporated herein by reference).

10.23		Transition Agreement, dated January 12, 2005, between RadioShack Corporation and Leonard H. Roberts (filed as Exhibit 10.1 to RadioShack’s 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 as Exhibit 10.1 to RadioShack’s 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 February 28, 2005, and incorporated herein by reference).
10.26		Description of Long-Term Incentive Performance Measures for Executive Officers for the 2005 through 2007 Performance Cycle (filed as Exhibit 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 Exhibit 10a to RadioShack’s Form 10-Q 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 incorporated herein by reference).
10.29		Form of Notice of Grant of Deferred Stock Units and Deferred Stock Unit Agreement under the RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on June 6, 2005, and incorporated herein by reference).
10.30		Overnight Share Repurchase Agreement, dated August 5, 2005, between RadioShack Corporation and Bank of America, N.A. (filed as Exhibit 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 Grund Kapitalanlagegesellschaft mbH (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on December 16, 2005, and incorporated herein by reference).
10.32		Lease, dated December 20, 2005, between Kan Am Riverfront Campus, LP, as Landlord, and RadioShack Corporation, as Tenant (filed as 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 RadioShack’s Form 10-K filed on March 15, 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 Exhibit 10.53 to RadioShack’s Form 10-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 Participants in the Salary Continuation Plan (filed as Exhibit 10.54 to RadioShack’s Form 10-K filed on March 15, 2006, for the fiscal year ended December 31, 2005, and incorporated herein by reference).
10.36		Letter Agreement, dated July 6, 2006, between RadioShack Corporation and Julian C. Day (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).

10.37		Incentive Stock Plan Non-Qualified Stock Option Agreement under the 1997 Incentive Stock Plan, dated July 6, 2006, between RadioShack Corporation and Julian C. Day (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).
10.38		Incentive Stock Plan Non-Qualified Stock Option Agreement under the 1999 Incentive Stock Plan, dated July 6, 2006, between RadioShack Corporation and Julian C. Day (filed as Exhibit 10.3 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).

10.39		Incentive Stock Plan Non-Qualified Stock Option Agreement under the 2001 Incentive Stock Plan, dated July 6, 2006, between RadioShack Corporation and Julian C. Day (filed as Exhibit 10.4 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).
10.40		Incentive Stock Plan Non-Qualified Stock Option Agreement, dated July 6, 2006, between RadioShack Corporation and Julian C. Day (filed as 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 Corporation and Julian C. Day (filed as 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, between RadioShack Corporation and Julian C. Day (filed as Exhibit 10.7 to RadioShack’s Form 8-K filed on July 7, 2006, and incorporated herein by reference).
10.43		Employment Offer Letter to James F. Gooch from RadioShack Corporation, dated July 27, 2006 (filed as Exhibit 10.8 to RadioShack’s Form 10-Q filed on October 25, 2006, for the fiscal quarter ended September 30, 2006, and incorporated herein by reference).
10.44		Description of 2007 Annual Incentive Bonus Performance Measures for Executive Officers (filed as Exhibit 10.1 to RadioShack s Form 8-K filed 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 Performance Cycle (filed as Exhibit 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 Statement filed with the Securities and 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 of which is contained on pages 32 and 33 of the Company's Proxy Statement filed with the Securities and Exchange Commission on April 12, 2007, and incorporated herein by reference).
10.48		Second Amended and Restated RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors (filed as Exhibit 10.3 to RadioShack’s 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 Exhibit 10.2 to RadioShack's Form 8-K filed on May 18, 2007, and incorporated herein by reference).

10.50		Employment Offer Letter to Peter J. Whitsett from RadioShack Corporation, dated November 12, 2007 (filed as Exhibit 10.66 to RadioShack’s 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 effective September 12, 2008 (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 on September 16, 2008), each 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 incorporated herein by reference).
10.53	*	Second Amended and Restated Salary Continuation Plan for Executive Employees of RadioShack Corporation and Subsidiaries, effective as of December 31, 2008.
10.54	*	Second Amended and Restated RadioShack Corporation Officers Deferred Compensation Plan, effective as of December 31, 2008.
10.55	*	Second Amended and Restated RadioShack Corporation Termination Protection Plan (Level I), effective as of December 31, 2008.
10.56	*	First Amended and Restated RadioShack Corporation Officers' Severance Program, effective as of December 31, 2008.
10.57	*	Second Amended and Restated RadioShack Corporation Unfunded Deferred Compensation Plan for Directors, effective as of December 31, 2008.
10.58	*	Third Amended and Restated RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors, effective as of December 31, 2008.
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 RadioShack Corporation and James F. Gooch, effective as of December 31, 2008.
10.61		Description of 2008 Annual Incentive Bonus Performance Measures for Executive Officers for the 2008 Performance Cycle (filed as Exhibit 10.1 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 Performance Cycle (filed as Exhibit 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 Performance Cycle (filed as Exhibit 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 College District (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on June 25, 2008, and incorporated herein by reference).

10.65		Amended and Restated Lease Agreement, dated June 25, 2008, between Tarrant County College District as Landlord, and RadioShack Corporation as Tenant (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on June 25, 2008, and incorporated herein by reference).
10.66		Master Terms and Conditions for Convertible Bond Hedging Transactions, dated August 12, 2008, between Citibank, N.A. and RadioShack Corporation (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).
10.67		Master Terms and Conditions for Convertible Bond Hedging Transactions, dated August 12, 2008, between Bank of America, N.A. and RadioShack Corporation (filed as Exhibit 10.2 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).
10.68		Confirmation for Convertible Bond Hedging Transactions, dated August 12, 2008, between Citibank and RadioShack Corporation (filed as Exhibit 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.A. and RadioShack Corporation (filed as Exhibit 10.4 to RadioShack’s Form 8-K filed on August 18, 2008, and incorporated herein by reference).
10.70		Master Terms and Conditions for Warrants, dated August 12, 2008, between Citibank, N.A. and RadioShack Corporation (filed as Exhibit 10.5 to 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 RadioShack Corporation (filed as 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 as Exhibit 10.7 to RadioShack’s 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 Corporation (filed as Exhibit 10.8 to 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 Services, Inc., and Grupo Gigante, S.A.B. de C.V. (filed as Exhibit 10.1 to RadioShack’s Form 8-K filed on December 16, 2008, and incorporated herein by reference).
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 subject to the liability of that section. These Certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Exhibit 10.56

FIRST AMENDED AND RESTATED

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.

(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.

(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.

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.

(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.

(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.

(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.

(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.

(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.

BENEFITS SCHEDULE- I

(CEO)

Participant	Company’s Chief Executive Officer
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 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:

(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).

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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:

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.

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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.

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:

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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

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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 Period)	6 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 12 months
Outplacement Assistance	A 6 month program of outplacement assistance selected by the Company in its discretion

Additional Definition

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:

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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

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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.

A-5

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: _____________________________________

A-6

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

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

Large accelerated filer [ X ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [ ]

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 Equity Securities	18
	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

Property, Plant and Equipment	Note 3
Commitments and Contingencies	Note 12

	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.

	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

	U.S. RadioShack Stores		Kiosks		Dealers and 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

Name	Position (Date Appointed to Current Position)	Executive Officer Since	Age
Julian C. Day (1)	Chief Executive Officer and Chairman of the Board (July 2006)	2006	56
Lee D. Applbaum (2)	Executive Vice President – Chief Marketing Officer (September 2008)	2008	38
Bryan Bevin (3)	Executive Vice President – Store Operations (January 2008)	2008	46
James F. Gooch (4)	Executive Vice President and Chief Financial Officer (August 2006)	2006	41
Peter J. Whitsett (5)	Executive Vice President – Chief Merchandising Officer (December 2007)	2007	43
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

(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.

(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.

					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		--

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (2)		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or 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.

	Year Ended December 31,
(Dollars and shares in millions, except per share amounts, ratios, locations and square footage)	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

(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.

	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

	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	%

	December 31,
	2008					2007
(Dollars in millions)	Dollars		% of Total Capitalization			Dollars		% of Total 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	%

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

(In millions)	Payments Due by Period
Contractual Obligations	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		Over 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.

(In millions)	Commitment Expiration per Period
Credit Commitments	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		Over 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	$	--	$	--

							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

(Share amounts in thousands)	(a) Number of shares to be issued upon exercise of outstanding options, warrants and rights			(b) Weighted-average exercise price of outstanding options, warrants and rights		(c) Number of shares remaining available for future issuance under equity compensation plans (excluding shares 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.

		RADIOSHACK CORPORATION


February 24, 2008		/s/ Julian C. Day
		Julian C. Day
		Chairman of the Board and Chief Executive Officer

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

	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

	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

	Shares at December 31,									Dollars at December 31,
(In millions)	2008			2007			2006			2008			2007			2006
Common stock
Beginning and end of year		191.0			191.0			191.0		$	191.0		$	191.0		$	191.0

Treasury stock
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 awards		--			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 awards											--			(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 warrants											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

Accumulated other comprehensive (loss) income
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 stockholders' equity										$	817.3		$	769.7		$	653.8

Comprehensive income
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	)
Comprehensive income										$	190.7		$	233.1		$	71.5

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)

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

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