8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 21, 2006

RadioShack Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-5571	75-1047710
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
300 RadioShack Circle, Mail Stop CF3-201, Fort Worth, Texas		76102
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (817) 415-3700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 21, 2006, the Management Development and Compensation Committee (the "Committee") of the Board of Directors of RadioShack Corporation (the "Company") amended the Company’s Executive Deferred Compensation Plan and Executive Deferred Stock Plan (collectively, the "Deferral Plans") to provide (i) that the Deferral Plans shall cease accepting deferrals under Deferral Elections from Participants (all as defined under the Deferral Plans) after December 31, 2006; (ii) that, on December 31, 2006, all Company matching contributions under the Plans shall be vested in full; (iii) that the Company cease the mutual fund valuation method under the Plans on December 31, 2006, convert the mutual fund accounts to cash accounts on January 1, 2007, and pay interest on the cash accounts at the rate of six percent (6%) per annum from that date until the date of distribution thereof to the Participants; (iv) for a distribution, as soon as practicable following the first quarter 2007 earnings release, of all as sets held by the Deferral Plans to all of its Participants according to the terms of the Deferral Plans; and (v) that the Deferral Plans shall comply with the requirements of Section 409A of the Internal Revenue Code.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

10.1 Third Amendment to the RadioShack Corporation Executive Deferred Compensation Plan, dated December 21, 2006.

10.2 Third Amendment to the RadioShack Corporation Executive Deferred Stock Plan, dated December 21, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RadioShack Corporation
December 27, 2006	By:	David S. Goldberg
		Name: David S. Goldberg
		Title: Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Third Amendment to the RadioShack Corporation Executive Deferred Compensation Plan, dated December 21, 2006.
10.2	Third Amendment to the RadioShack Corporation Executive Deferred Stock Plan, dated December 21, 2006.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO
RADIOSHACK CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

RadioShack Corporation (the “Company”) hereby amends the RadioShack Corporation Executive Deferred Compensation Plan (the “Plan”), effective December 21st, 2006, as follows:

1. Article IV of the Plan shall be amended by adding the following new section 4.4 at the end thereof:

“4.4 Cessation of Deferrals. Notwithstanding the foregoing, no additional salary or bonus may be deferred under the Plan after December 31, 2006, and any Deferral Election filed by a Participant with respect to salary or bonus payable after December 31, 2006 shall be null and void; provided, however, that any Deferral Election properly made with respect to a bonus earned during 2006 will be given effect, subject to the distribution provisions of section 8.10, but no matching contribution under Article VII shall be made with respect to such deferral.”

2. Article VI of the Plan shall be amended by adding the following new section 6.5 at the end thereof:

“6.5 2007 Investment Earnings. Notwithstanding the foregoing, Participants shall no longer be entitled to direct the deemed investment of amounts credited to their Deferral Accounts after December 31, 2006. The balance credited to each Participant’s Deferral Account as of January 1, 2007 instead shall be deemed to bear interest at a rate of six percent (6%) per annum from January 1, 2007 to the date of distribution pursuant to Article VIII hereof.”

3. Article VIII of the Plan shall be amended by adding the following new section 8.10 at the end thereof:

“8.10 2007 Distributions. Notwithstanding the foregoing, in 2007, and as soon as practicable but no later than 48 hours following RadioShack’s 2007 first quarter earnings release, the balance of each Participant’s Deferral Account and Stock Account shall be distributed to the Participant in a single lump sum in the form provided for in section 8.3 hereof.”

IN WITNESS WHEREOF, the Company has caused this third amendment to be executed on its behalf on December 21^st, 2006.

RADIOSHACK CORPORATION

By: John P. Clarson
Title: Assistant Corporate Secretary

Exhibit 10.2

THIRD AMENDMENT TO
RADIOSHACK CORPORATION
EXECUTIVE DEFERRED STOCK PLAN

RadioShack Corporation (the “Company”) hereby amends the RadioShack Corporation Executive Deferred Stock Plan (the “Plan”), effective December 21st, 2006, as follows:

1. Article IV of the Plan shall be amended by adding the following new section 4.4 at the end thereof:

“4.4 Cessation of Deferrals. Notwithstanding the foregoing, no additional amounts may be deferred under the Plan after December 31, 2006 and any Deferral Election filed by a Participant with respect to amounts or awards payable after December 31, 2006 shall be null and void; provided, however, that any Deferral Election properly made with respect to a bonus earned during 2006 will be given effect under the Plan, subject to the distribution provisions of section 9.9, but no matching contribution under Article VII shall be made with respect to such deferral.”

2. Section 7.4 of the Plan shall be amended by adding the following new subsection (d) at the end thereof:

“(d) Notwithstanding the foregoing, any 25% Match and the Dividend Equivalents thereon credited to the Stock Account of a Participant who is an employee of RadioShack or any of its subsidiaries on December 31, 2006 shall become fully vested and nonforfeitable on that date.”

3. Article IX of the Plan shall be amended by adding the following new section 9.9 at the end thereof:

“9.9 2007 Distributions. Notwithstanding the foregoing, in 2007, and as soon as practicable but no later than 48 hours following RadioShack’s 2007 first quarter earnings release, the balance of each Participant’s Stock Account shall be distributed to the Participant in a single lump sum in the form provided for in section 9.3 hereof.”

IN WITNESS WHEREOF, the Company has caused this third amendment to be executed on its behalf on December 21st, 2006.

RADIOSHACK CORPORATION

By: John P. Clarson
Title: Assistant Corporate Secretary