ADVANCE AUTO PARTS INC (Form: 10-K, Received: 03/01/2011 17:05:43)

ADVANCE AUTO PARTS, INC.

DEFERRED STOCK UNIT PLAN

FOR NON-EMPLOYEE DIRECTORS AND

SELECTED EXECUTIVES

(As Amended and Restated Effective as of January 1, 2008)

TABLE OF CONTENTS

Page

ARTICLE I	GENERAL		1
Section 1.1		Purpose	1
Section 1.2		Status of Plan	1
Section 1.3		Effective Date	1
Section 1.4		Pre-2005 Deferrals	1

ARTICLE II	DEFINITIONS		2
Section 2.1		Affiliated Company	2
Section 2.2		Aggregated Plans	2
Section 2.3		Base Salary	2
Section 2.4		Beneficiary	2
Section 2.5		Board	2
Section 2.6		Board Service Period	3
Section 2.7		Code	3
Section 2.8		Company	3
Section 2.9		Compensation Committee	3
Section 2.10		Deferral Election Agreement	3
Section 2.11		Deferral Period	3
Section 2.12		Deferred Amount	3
Section 2.13		Deferred Stock Unit or DSU	3
Section 2.14		Deferred Stock Unit Account or DSU Account	3
Section 2.15		Director	3
Section 2.16		Disabled	3
Section 2.17		Dividend Equivalents	4
Section 2.18		Eligible Compensation	4
Section 2.19		Eligible Executive	4
Section 2.20		Eligible Individual	4
Section 2.21		Employee	4
Section 2.22		Employer	4
Section 2.23		ERISA	4
Section 2.24		Participant	4
Section 2.25		Plan	5
Section 2.26		Plan Administration Committee	5
Section 2.27		Plan Year	5
Section 2.28		Qualified Change in Control Event	5
Section 2.29		Quarterly Bonus	5
Section 2.30		Retainer	5
Section 2.31		Retirement	5
Section 2.32		Roll-up Performance Bonus	5
Section 2.33		Separation from Service	5
Section 2.34		Share	6
Section 2.35		Shares Grant	6
Section 2.36		Specified Employee	6
Section 2.37		Specified Time	7

ARTICLE III	PARTICIPATION AND DEFERRAL ELECTIONS		8
Section 3.1		Eligibility	8
Section 3.2		Duration of Participation	8
Section 3.3		Deferral Election Agreement	8
Section 3.4		Deferred Amount	9
Section 3.5		Designated Payment Event	9
Section 3.6		Form of Payment	10
Section 3.7		Deferral Election Deadline	10
Section 3.8		Election for First Year of Eligibility	11
Section 3.9		Irrevocability of Election	12

Section 3.10		Evergreen Elections	13
Section 3.11		Non-Elective LTIP Shares Grant Deferrals	14

ARTICLE IV	MAINTENANCE AND INVESTMENT OF ACCOUNTS		15
Section 4.1		DSU Accounts	15
Section 4.2		Dividend Equivalent Credits	15
Section 4.3		Capital Adjustments	15
Section 4.4		Vesting	15
Section 4.5		Statement of Accounts	15
Section 4.6		Hypothetical Nature of Accounts and Investments	16

ARTICLE V	DISTRIBUTIONS		17
Section 5.1		Eligibility for Distributions	17
Section 5.2		Retirement Distributions	17
Section 5.3		Specified Time Distributions	17
Section 5.4		Other Payment Events	17
Section 5.5		Designated Payment Date	17
Section 5.6		Restriction on Distributions to Specified Employees	18
Section 5.7		No Acceleration of Scheduled Distributions	19
Section 5.8		Extension of Specified Time Deferral Period	19
Section 5.9		Delay of Payments Under Certain Circumstances	20
Section 5.10		Payment Medium	20
Section 5.11		Unforeseeable Emergency Withdrawal	21
Section 5.12		Withholding of Taxes	22
Section 5.13		USERRA Rights	22

ARTICLE VI	PLAN TERMINATION PAYMENTS UPON QUALIFIED CHANGE IN CONTROL EVENT		23
Section 6.1		Termination of Plan Upon Change in Control	23
Section 6.2		Qualified Change in Control Event	23
Section 6.3		Change in the Ownership of a Corporation	23
Section 6.4		Change in the Effective Control of a Corporation	24
Section 6.5		Change in the Ownership of Substantial Portion of Assets	24
Section 6.6		Definitions and Operating Rules	25
Section 6.7		Special Rule for Certain Delayed Payments	26

ARTICLE VII	BENEFICIARY DESIGNATION		27
Section 7.1		Beneficiary Designation	27
Section 7.2		No Beneficiary Designation	27

ARTICLE VIII	ADMINISTRATION OF PLAN		28
Section 8.1		Named Fiduciaries	28
Section 8.2		Claim Procedure	30

ARTICLE IX	AMENDMENT AND TERMINATION OF PLAN		32
Section 9.1		Amendment	32
Section 9.2		Company’s Right to Terminate	32

ARTICLE X	MISCELLANEOUS		34
Section 10.1		Unfunded Plan	34
Section 10.2		Nonassignability	34
Section 10.3		Validity and Severability	34
Section 10.4		Governing Law	34
Section 10.5		Employment Status	34
Section 10.6		No Stockholder Rights Conferred	35
Section 10.7		Underlying Incentive Plans and Programs	35
Section 10.8		Funding and Financial Health Restrictions	35

ARTICLE I

GENERAL

Section 1.1 Purpose . It is the intention of Advance Auto Parts, Inc. (the “Company”) to continue to maintain and provide for the administration of the Advance Auto Parts, Inc. Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives (the “Plan”) in accordance with the provisions of Section 409A of the Code, and in accordance with other provisions of law relating to non-qualified deferred compensation plans. The purpose of the Plan is to provide an additional mechanism to encourage stock ownership, as well as to provide a means to allow eligible individuals to defer the receipt of compensation that would otherwise be currently payable to the individual.

Section 1.2 Status of Plan . The Plan is maintained by the Company primarily for the purpose of providing deferred compensation to non-employee members of the Company’s Board of Directors, and to members of a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA). It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan constitutes a mere promise by the Company to make deferred compensation payments in the future. As to such deferred compensation benefits, Participants under the Plan have the status of a general, unsecured creditors of the Company. The benefits provided under this Plan to Eligible Executives are in addition to those made available under the Advance Auto Parts, Inc. Deferred Compensation Plan.

Section 1.3 Effective Date . The Plan is a continuation of the Plan that was originally adopted effective as of May 19, 2004. Except as may be expressly provided otherwise, the Plan is hereby amended and restated effective as of January 1, 2008 for the purpose of becoming compliant with final Code Section 409A regulations issued by the Internal Revenue Service

Section 1.4 Pre-2005 Deferrals . Deferrals made under the Plan for periods occurring on or before December 31, 2004 shall be administered in accordance with the terms of this Plan as herein restated.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

Section 2.1 Affiliated Company . “Affiliated Company” means the Company and each other corporation or enterprise, which as of a given date, is then a member of the same controlled group of corporations or the same group of trades or businesses under common control, determined in accordance with Sections 414(b) and (c) of the Code, as is the Company.

Section 2.2 Aggregated Plans . “Aggregated Plans” means the Advance Auto Parts, Inc. Deferred Compensation Plan, and any other account balance form of deferred compensation plan allowing elective deferrals that is sponsored by an Affiliated Company, and which is required to be aggregated with this Plan pursuant to IRS Regulation §1.409A-1(c)(2).

Section 2.3 Base Salary .

(a)

The “Base Salary” of an Eligible Executive for a Plan Year means the base rate of cash compensation otherwise payable by an Employer to or for the benefit of the Eligible Executive for services rendered or labor performed while that Eligible Executive is a Participant in this Plan for such Plan Year, including the base pay that an Eligible Executive could have received in cash in lieu of:

(i)

Compensation deferrals elected to be made under this Plan or the Advance Auto Parts, Inc. Deferred Compensation Plan, or under any other non-qualified deferred compensation plan maintained by the Company or other Affiliated Company; and

(ii)

Contributions made by or on the Eligible Executive’s behalf to any qualified retirement plan, or to any Code Section 125 cafeteria plan or other employee benefit plan maintained by the Company or other Affiliated Company.

(b)

Any compensation paid to an Eligible Executive after the last day of a Plan Year solely for services performed during the final payroll period (as described in Code Section 3401(b)) containing the last day of the Plan Year shall be treated as compensation for services performed in the subsequent Plan Year. For example, if a payroll period begins on December 23 of Year 1 and ends on January 5 of Year 2, then the compensation for that payroll period shall be treated as Year 2 compensation.

Section 2.4 Beneficiary . “Beneficiary” means the person, persons or entity designated by the Participant or by the terms of the Plan to receive any benefits payable under the Plan pursuant to Article VII.

Section 2.5 Board . Except as provided in Section 6.1, “Board” means the Board of Directors of the Company as constituted from time to time.

Section 2.6 Board Service Period . “Board Service Period” means, with respect to a Director, the period beginning on the date of each annual meeting of the Board (or, in the case of a newly-elected Director, beginning on the first day of the Director’s membership on the Board) and ending on the date immediately preceding the following annual meeting of the Board, or such other designated annual period of service as a member of the Board.

Section 2.7 Code . “Code” shall mean the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

Section 2.8 Company . “Company” means Advance Auto Parts, Inc., its successors, and any organization into which or with which Advance Auto Parts, Inc. may merge or consolidate or to which all or substantially all of its assets may be transferred.

Section 2.9 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board, or any successor to such committee.

Section 2.10 Deferral Election Agreement . “Deferral Election Agreement” (sometimes referred to simply as a “Deferral Election”) means the agreement governing an Eligible Individual’s deferral of the receipt of Eligible Compensation as submitted by the Eligible Individual under the Plan in accordance with Section 3.3.

Section 2.11 Deferral Period . “Deferral Period” means the period defined in Section 3.5.

Section 2.12 Deferred Amount . “Deferred Amount” means the amount defined in Section 3.4.

Section 2.13 Deferred Stock Unit or DSU . “Deferred Stock Unit” or “DSU” shall mean a bookkeeping entry that represents the right to receive one Share at a future date. To the extent the Company pays a dividend, DSUs will include the right to receive Dividend Equivalents, which are credited in the form of additional DSUs.

Section 2.14 Deferred Stock Unit Account or DSU Account . “Deferred Stock Unit Account” or “DSU Account” means an account in which Deferred Amounts are valued as if they were invested in Company stock.

Section 2.15 Director . “Director” shall mean a member of the Board.

Section 2.16 Disabled . A Participant shall be considered to be or have become “Disabled” for purposes of the Plan if, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, the Participant:

(a)

Is unable to engage in any substantial gainful activity; or

(b)

Is receiving, and has received for a period of not less than three months, income replacement benefits under another accident and health plan covering employees of the Participant’s Employer.

A Participant will be deemed to be Disabled if the Participant has been determined to be disabled (i) by the Social Security Administration, or (ii) under a disability insurance program having a definition of disability that satisfies the standard prescribed above.

Section 2.17 Dividend Equivalents . “Dividend Equivalents” shall mean an amount equal to the regular cash dividends paid by the Company upon one Share.

Section 2.18 Eligible Compensation .

(a)

The “Eligible Compensation” of any Eligible Executive for any period means the Base Salary, Quarterly Bonus or Roll-up Performance Bonus, if any, otherwise payable to the Eligible Executive for services performed during such period.

(b)

The “Eligible Compensation” of a Director for any period means the Retainer, or portion thereof, payable to the Director for services performed during such period.

Section 2.19 Eligible Executive . “Eligible Executive” means an Employee of an Employer who with respect to the Plan Year at issue:

(a)	Holds a position with the Company, or an Affiliated Company, of a Senior Vice President, or a position senior to, or recognized as being equivalent to, a Senior Vice President; and

(b)	Satisfies any such other eligibility requirements as the Compensation Committee may establish from time to time.

Section 2.20 Eligible Individual . “Eligible Individual” for a Plan Year means a Director or Eligible Executive who is eligible to participate in the Plan for that Plan Year.

Section 2.21 Employee . “Employee” shall mean any employee of the Company or any Affiliated Company.

Section 2.22 Employer . “Employer” means each Affiliated Company having Employees who are eligible to participate in the Plan. An Affiliated Company qualifying as an Employer as of January 1, 2005 shall continue as such, subject to the provisions of the Plan. For periods on and after January 1, 2005, if an Affiliated Company acquires a corporation or other trade or business, and if the acquired entity is thereupon maintained as a separate Employer or operating unit with respect an Affiliated Company in general, then such entity shall not be deemed to be an Employer with respect to the Plan, and the Employees employed by that entity shall not be eligible to participate in the Plan, unless and until the Company directly, or acting through the Plan Administration Committee, affirmatively designates the acquired entity as an Employer.

Section 2.23 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.24 Participant . “Participant” means a Director or an Eligible Executive who has elected to participant in the Plan by filing a Deferral Election Agreement as provided in Article III. Each Director who is awarded Shares Grants shall also be a Participant with respect to such awards.

Section 2.25 Plan . “Plan” means this Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives, as may be amended from time to time.

Section 2.26 Plan Administration Committee . “Plan Administration Committee” means the committee that is responsible for the operation and administration of the Plan, as identified in Section 8.1(c).

Section 2.27 Plan Year . “Plan Year” means a 12-month period beginning January 1 and ending the following December 31.

Section 2.28 Qualified Change in Control Event . “Qualified Change in Control Event” is a change in control of an Employer, as more fully prescribed in Article VI.

Section 2.29 Quarterly Bonus . “Quarterly Bonus” means the amount awarded to an Eligible Executive for each quarterly performance period within a Plan Year pursuant to any approved incentive plan maintained by an Employer.

Section 2.30 Retainer . “Retainer” means any retainers payable to a Director for services performed for the Board during a Board Service Period, exclusive of any supplemental Board meeting fees, chair fees or committee meeting fees payable to the Director.

Section 2.31 Retirement . “Retirement” or “Retired” means:

(a)	In the case of a Participant who is an Eligible Executive, the Participant’s Separation from Service after both attaining age 55 and completing at least 10 continuous years of service with the Affiliated Companies; and

(b)	In the case of a Participant who is a Director, the Participant’s Separation from Service.

Section 2.32 Roll-up Performance Bonus . “Roll-up Performance Bonus” means the bonus of the same name that is awarded to an Eligible Executive under an incentive plan maintained by an Employer. Under the terms of the incentive plan, a Roll-up Performance Bonus is (i) contingent upon the satisfaction of organizational or individual performance criteria, and (ii) measured on the basis of a performance period of 12 months (being the Plan Year). A performance bonus payable to an Eligible Executive that does not satisfy both of the above conditions will be treated under the Plan as a Quarterly Bonus.

Section 2.33 Separation from Service .

(a)

In the case of a Participant who is a Director, a Separation from Service will occur when the Director ceases to be a member of the Board; provided that (i) the cessation constitutes a good-faith and complete termination of the Director’s service relationship with the Company, and (ii) it is not anticipated that the services of the Director will be renewed, either as a Director, or as an independent contractor or an Employee of the Company or another Affiliated Company.

(b)	Subject to the further provisions of this Section 2.33, a Participant who is an Eligible Executive will incur a Separation from Service for purposes of the Plan if the Eligible Executive dies, retires, or otherwise has a termination of employment as to all the Affiliated Companies.

(c)

An Eligible Executive’s employment relationship with an Affiliated Company will be treated as continuing intact, and thus the Eligible Executive will not be deemed to have incurred a Separation from Service, while the Eligible Executive is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Eligible Executive retains a right to reemployment with the Affiliated Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Eligible Executive will return to perform services for the Affiliated Company. If the period of leave exceeds six months and the Eligible Executive does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six-month period.

(d)

Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Affiliated Company and the Eligible Executive reasonably anticipated that no further services would be performed after a certain date, or that the level of bona fide services the Eligible Executive would perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Affiliated Companies if the Eligible Executive has been providing services to the Affiliated Companies less than 36 months). An Eligible Executive is presumed to have incurred a Separation from Service where the level of bona fide services performed decreases to a level equal to 20 percent or less of the average level of services performed by the Eligible Executive during the immediately preceding 36-month period. An Eligible Executive will be presumed not to have incurred a Separation from Service where the level of bona fide services performed continues at a level that is 50 percent or more of the average level of service performed by the Eligible Executive during the immediately preceding 36-month period. No presumption applies to a decrease in the level of bona fide services performed to a level that is more than 20 percent, and less than 50 percent, of the average level of bona fide services performed during the immediately preceding 36-month period.

Section 2.34 Share . “Share” shall mean a share of common stock of the Company, par value $.0001 per share.

Section 2.35 Shares Grant . “Shares Grant” means the grant of Shares, if any, awarded by the Company to a Director as authorized by the Company’s 2004 Long-Term Incentive Plan (“2004 LTIP”).

Section 2.36 Specified Employee .

(a)	Each Participant who is an Eligible Executive, or an Employee serving as a Director, shall be deemed to be a Specified Employee for purposes of the Plan, and therefore shall be subject to distribution restrictions prescribed under Section 5.6 of the Plan.

(b)	A Participant who is not an Eligible Executive, or an Employee serving as a Director, (i.e., an “outside” Director) is not a Specified Employee, and therefore is not a Specified Employee for purposes of the Plan.

Section 2.37 Specified Time . “Specified Time” means a designated Deferral Period with respect to a DSU Account that based on a stated number of years, as prescribed in Section 3.5(b).

ARTICLE III

PARTICIPATION AND DEFERRAL ELECTIONS

Section 3.1 Eligibility .

(a)	Each Director and Eligible Executive who was a Participant in the Plan as of December 31, 2007 shall continue as such, subject to the provisions of the Plan.

(b)	On or after January 1, 2008, each individual who becomes a Director or an Eligible Executive shall be immediately eligible to become a Participant in the Plan.

(c)

An Eligible Executive who is transferred from an Employer to employment with an Affiliated Company that is not an Employer with respect to the Plan, or who while continuing in the employ of an Employer ceases to be an Eligible Executive (a “Transferred Participant”), shall not be considered to have incurred a Separation from Service. The Transferred Participant shall continue to be eligible to make deferrals under the Plan through the end of the Plan Year in which such transfer occurs, or for such additional period as may be permitted by the Compensation Committee.

Section 3.2 Duration of Participation . Each Participant shall remain a Participant under the Plan until the balance of all of the Participant’s DSU Accounts has been distributed to the Participant or the Participant’s Beneficiary.

Section 3.3 Deferral Election Agreement .

(a)	For each Board Service Period, each Director shall be permitted to submit a Deferral Election Agreement with respect to the Retainer otherwise payable to the Director for services performed during the Board Service Period.

(b)

For each Plan Year, each Eligible Executive for that Plan Year shall be permitted to submit a separate Deferral Election Agreement with respect to each of the forms of Eligible Compensation otherwise payable to the Eligible Executive for services performed during the Plan Year. The forms of Eligible Compensation for a Plan Year consist of Base Salary, Quarterly Bonuses and Roll-up Performance Bonus. For administrative convenience, the Plan Administration Committee can direct that the elections for two or more forms of the Eligible Compensation be combined on a single form. The submission of the Deferral Election Agreement must be made in accordance with such policies and procedures established by the Plan Administration Committee and communicated to Eligible Individuals, which procedures may permit or require elections to be made by electronic media.

(c)	The Deferral Election Agreement with respect to each form of Eligible Compensation shall include the elections and descriptions prescribed below.

(i)	The amount of the Participant’s Eligible Compensation to be deferred for the Board Service Period or Plan Year, as applicable (i.e., the “Deferred Amount,” as described more fully in Section 3.4);

(ii)	The designated payment event for such Deferred Amount, as described more fully in Section 3.5; and

(iii)

The form in which the Deferred Amount is elected to be paid, as described more fully in Section 3.6.

Section 3.4 Deferred Amount .

(a)

The Deferral Election Agreement of a Participant for a Board Service Period or Plan Year, as applicable, shall designate the amount of each form of the Eligible Compensation for the period that the Participant elects to have deferred under the Plan (the “Deferred Amount”).

(i)

A Director may elect to defer up to 100% of his or her Retainer for a Board Service Period.

(ii)

An Eligible Executive shall make a separate deferral election for each form of the Eligible Executive’s Eligible Compensation (i.e., Base Salary, Quarterly Bonus and Roll-up Performance Bonus) for the Plan Year. The maximum or minimum amount of deferral that may be elected by an Eligible Executive for a Plan Year with respect to each form of Eligible Compensation shall be established by the Plan Administration Committee.

(b)

The aspect of a Deferral Election Agreement regarding the elected Deferred Amount shall not apply to any pay period for which the amount of the Eligible Compensation remaining to be paid to the Participant (but for the deferral election), after making any other deductions or withholdings of income, would be less than the Deferred Amount prescribed in the Deferral Election Agreement.

Section 3.5 Designated Payment Event . A Participant’s Deferral Election Agreement must designate the event that will give rise to the payment of the Deferred Amount. The period of the deferral through the date of the event giving rise to the payment of the Deferred Amount is sometimes referred to herein as the “Deferral Period.” Subject to the terms of the Plan, including Section 5.6 (regarding the restriction on distributions to Specified Employees), a Participant may elect to have the Deferred Amount pertaining to services performed in any Board Service Period or Plan Year, as applicable, become payable upon either of the following alternative events:

(a)

The Participant’s Retirement or other Separation from Service; or

(b)

The last day of a future calendar year; provided, however, that such designated calendar year cannot be earlier than the second calendar year following the calendar year in which falls the first day of the Board Service Period or Plan Year, as applicable, to which the deferred compensation pertains (i.e., as of a “Specified Time”). For example, a Director may elect the designated payment event for a DSU Account pertaining to the Board

Service Period beginning as of the annual Board meeting held in May of Year 1 to be December 31 of Year 3, or the last day of any subsequent calendar year.

Notwithstanding the terms of a Deferral Election Agreement, a Participant’s Retirement shall be a designated payment event with respect to each of the Participant’s DSU Accounts. Accordingly, if such Retirement occurs prior to the occurrence of the Specified Time designated in any Deferral Election Agreement for any DSU Account, then the Retirement shall supplant the Specified Time election with respect to that DSU Account.

Section 3.6 Form of Payment . A Participant’s Deferral Election Agreement shall designate the form in which the Deferred Amount will be paid if such payments arise by reason of a designated payment event prescribed in Section 3.5 above. The permissive forms of payment are:

(a)

A lump sum; or

(b)

Substantially equal annual installments over a period (as the Participant shall designate) of not less than two years and not more than 10 years.

Section 3.7 Deferral Election Deadline.

(a)

A Deferral Election pertaining to a Director’s Retainer that may otherwise become payable to the Director for services performed to the Board during a Board Service Period must be filed on or before December 31 of the Plan Year immediately preceding the beginning of the Board Service Period for which it is effective (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee.

(b)

A Deferral Election pertaining to any Base Salary or Quarterly Bonuses that may otherwise become payable to an Eligible Executive for services performed during a Plan Year, including in regard to the fourth quarter Quarterly Bonus for a Plan Year that will be paid after the end of that Plan Year, must be submitted on or before December 31 of the Plan Year immediately preceding the Plan Year for which it is effective (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee.

(c)

A Deferral Election pertaining to any Roll-up Performance Bonus that may otherwise become payable to an Eligible Executive for services performed during a Plan Year must be submitted on or before December 31 of the Plan Year immediately preceding the Plan Year performance period for which it is effective (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee. Notwithstanding the foregoing, the Compensation Committee in its discretion may permit Eligible Executives to submit the Deferral Election for the Roll-up Performance Bonus pertaining to any Plan Year on or before June 30 falling within the applicable Plan Year (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee, subject to the following conditions:

(i)

The Eligible Executive must have performed services for the Employer continuously during the period beginning on the later of the beginning of the performance period or the date the applicable performance criteria are established, and ending on the date the election is made; and

(ii)

The election is made before the amount of the Roll-up Performance Bonus becomes readily ascertainable.

Section 3.8 Election for First Year of Eligibility . Notwithstanding Section 3.7 above, the provisions of this Section 3.8 shall apply in regard to an individual who becomes an Eligible Executive or a Director, and thereupon becomes eligible to participate in the Plan, after the first day of a Plan Year.

(a)	The timing of the Eligible Individual’s initial Deferral Election shall be governed by the rules prescribed below.

(i)

The initial Deferral Election must be made within 30 days after the date the individual becomes such an Eligible Individual. Except as provided in paragraph (ii) below, the Eligible Individual’s initial Deferral Election, or the decision to not make an initial Deferral Election, shall become irrevocable as of the expiration of such 30-day election period.

(ii)

Notwithstanding paragraph (i) above, an initial Deferral Election by an Eligible Executive with respect to a Quarterly Bonus or a Roll-up Performance Bonus that is affirmatively made and submitted under the Plan by the last day of the quarter or Plan Year preceding the quarter or Plan Year for which the Deferral Election will first apply, and before the expiration of the otherwise applicable 30-day election period, shall become irrevocable as of the last day of such preceding quarter or Plan Year.

(iii)

In no event may the deadline for making an initial Deferral Election under this Plan with respect to any Eligible Individual for any Plan Year be subsequent to the deadline imposed on that Eligible Individual for making a Deferral Election for such Plan Year under any other Aggregated Plan.

(b)	A former Participant who has again become an Eligible Individual shall be treated as first becoming eligible to participate in the Plan, and thus shall be subject to the special election rules of this Section 3.8, under either of the following circumstances:

(i)

The former Participant has been paid all amounts deferred under the Plan and all other Aggregated Plans, and the Participant ceased to be eligible to elect to continue to participate in the Plan or an Aggregated Plan on or before the date of the last such payment; or

(ii)

The former Participant was not eligible to participate in the Plan or an Aggregated Plan during the 24-month period ending on the date of again becoming eligible to participate in the Plan or an Aggregated Plan.

(c)	The compensation to which such initial Deferral Election will apply shall be determined in accordance with the rules set forth below.

(i)

The Eligible Individual’s initial Deferral Election shall apply only to the Eligible Compensation otherwise payable for services performed by the Eligible Individual

subsequent to the date the Deferral Election has become irrevocable pursuant to subsection (a) above.

(ii)

For purposes of paragraph (i) above, as with respect to a Deferral Election by an Eligible Executive pertaining to a Quarterly or Roll-up Performance Bonus, if the initial Deferral Election is made after the beginning of the applicable bonus performance period, the Deferral Election shall apply to the total amount of Eligible Compensation for the applicable performance period multiplied by a fraction, the numerator of which is the number of days remaining in the performance period after the election has become irrevocable, and the denominator of which is the total number of days in the performance period.

(iii)

The formula prescribed in paragraph (ii) above shall also apply in regard to a Deferral Election pertaining to the deferral of the Eligible Executive’s Base Salary or to a Director’s Retainer, unless the amount of the individual’s Eligible Compensation for the portion of a period prior to the date of the irrevocability of the Deferral Election (i.e., the amount of the Eligible Compensation that is not eligible to be deferred under the Plan) can be readily ascertained.

Section 3.9 Irrevocability of Election .

(a)

Once the applicable Statutory Deadline to make a Deferral Election for any form of Eligible Compensation with respect to any Board Service Period or Plan Year, as applicable, has passed, as prescribed in Section 3.7, or once the deadline for making an initial Deferral Election pursuant to Section 3.8 above has expired, the Deferral Election shall generally become irrevocable. The consequences of such include the following:

(i)

The amount of the Eligible Compensation that the Participant elected to defer for the Board Service Period or Plan Year, as applicable, or the election not to defer any amount, cannot be canceled or modified;

(ii)

The form of payment for the DSU Account to which the Deferred Election applies cannot be modified; and

(iii)

The designated date of payment for the DSU Account to which the Deferred Election applies cannot be modified, except as provided in Section 5.8.

(b)

Notwithstanding subsection (a) above, an Eligible Executive who receives a hardship withdrawal from a Section 401(k) plan maintained by the Company or another Affiliated Company, and who is thereupon suspended from making elective deferrals under all qualified and non-qualified plans of the Affiliated Companies pursuant to IRS Regulation § 1.401(k)-1(d)(3) and the terms of the 401(k) plan, shall have his or her Deferral Election under this Plan thereupon canceled on a prospective basis. Such Deferral Election cancellation rule shall be subject to the following:

(i)

An Eligible Executive’s Deferral Election shall not be canceled upon the hardship withdrawal if the 401(k) plan does not require the suspension of elective deferrals; and

(ii)

An Eligible Executive whose Deferral Election is canceled pursuant to the above, and who thereafter becomes eligible to resume making deferrals under this Plan, shall nevertheless remain subject to the general election deadline rules prescribed under this Section 3.9. Accordingly, the Eligible Executive shall not be permitted to resume making elective deferrals under this Plan for any period prior to the first day of the Plan Year following the expiration of the elective deferral suspension period under the applicable 401(k) plan.

(c)

Further notwithstanding subsection (a) above, the Deferral Election of a Participant who receives an Unforeseeable Emergency withdrawal from the Plan pursuant to Section 5.11 shall be cancelled on a prospective basis. Such cancellation shall continue in effect for the remainder of the Plan Year in which the withdrawal is made. The Participant, if otherwise so eligible, shall be permitted to elect to make elective deferrals under the Plan for the subsequent Plan Year.

Section 3.10 Evergreen Elections .

(a)

Prior to each Deferral Election Agreement submission deadline, each Eligible Individual shall be provided information regarding the Eligible Individual’s deferral rights under the Plan for the following Plan Year or other applicable period. The Eligible Individual shall then be permitted to affirmatively elect or decline to enter into a Deferral Election Agreement for the applicable period. In the event that an Eligible Individual fails to timely submit a Deferral Election Agreement, or fails to affirmatively decline to enter into a Deferral Election Agreement, for any period, then the Eligible Individual shall be deemed to have made the same Deferral Election (or election declination) as had most recently been made for the form of Eligible Compensation at issue.

(b)

Subject to Section 3.9(b) above (regarding the cancellation of a Deferred Election upon a 401(k) plan hardship withdrawal), a deemed election shall become irrevocable as of the applicable Statutory Deadline (as prescribed in Section 3.7). For example, an Eligible Executive who fails to make or affirmatively decline a Deferral Election Agreement in regard to Base Salary payable for Year 2 will be deemed to have made the same Base Salary Deferral Election, or election declination, as in effect for Year 1. An Eligible Individual who is first eligible to make a Deferral Election for any form of Eligible Compensation, but fails to timely make such election, shall be deemed to have declined such Deferral Election. Subject to subsection (c) below, this deemed evergreen election shall apply to all aspects of an Eligible Individual’s Deferral Election, including in regard to the designated Deferral Period.

(c)	The Deferral Period applicable to a evergreen election deemed to be made under this Section 3.10 with respect to any form of Eligible Compensation shall be determined as prescribed below.

(i)

If the most recent Deferral Election for the form of Eligible Compensation at issue designated a Deferral Period extending to the Eligible Individual’s Retirement or other Separation from Service, then that same designation shall apply to the deemed evergreen election.

(ii)

If the most recent Deferral Election for the form of Eligible Compensation designated a deferral of payment for a Specified Time, then that Specified Time shall be deemed to have also been elected; provided, however, if that Specified Time is not the end of at least two full calendar years following the beginning of the Board Service Period or Plan Year, as applicable, to which the deemed evergreen election applies, then the Deferral Period for a Deferred Amount that is the subject of the deemed election shall be the end of such second future calendar year.

Section 3.11 Non-Elective LTIP Shares Grant Deferrals .

(a)	Each Shares Grant awarded to a Director under the 2004 LTIP shall be automatically deferred under the Plan on a non-elective basis, and shall be credited to the Director’s DSU Account.

(b)

A Director who receives a Shares Grant for any Board Service Period shall be deemed to have made the same election as to the timing and form of payment of the DSU Account to which the Shares Grant is credited as the election that was made (or which was deemed to have been made pursuant to Section 3.10 above) in connection with the deferral of the Director’s Retainer for such Board Service Period. In the event the Director did not make (and is not deemed to have made) a Deferral Election for such Board Service Period, then the Director shall be deemed to have elected to have the balance of the DSU Account pertaining to such Shares Grant paid in a lump sum upon Retirement.

ARTICLE IV

MAINTENANCE AND INVESTMENT OF ACCOUNTS

Section 4.1 DSU Accounts .

(a)

Separate DSU Accounts shall be maintained for each Participant. An amount equal to that the Eligible Compensation deferred by or on behalf of the Participant under the Plan shall be credited to the applicable DSU Accounts. More than one DSU Account may be maintained for a Participant as necessary to reflect separate Deferral Election Agreements specifying different Deferral Periods or forms of payment.

(b)	A Participant’s DSU Accounts shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind.

(c)

A DSU Account will be credited with the number of DSUs calculated to the nearest thousandth of a DSU, determined by dividing the Deferred Amount on the date of deferral by the closing market price of the Company’s common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares on such date of deferral.

Section 4.2 Dividend Equivalent Credits . To the extent the Company pays dividends, on each dividend payment date, a Participant’s DSU Account will be credited with Dividend Equivalents in additional DSUs determined by multiplying the number of DSUs in the Participant’s DSU Account on the related dividend record date by any per share cash dividends declared by the Company on its own common stock and dividing the product by the closing market price of the Company’s common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares on such dividend payment date. At the Compensation Committee’s discretion, the DSU Accounts may also be credited with DSUs by multiplying the number of DSUs in a Participant’s DSU Account by any stock dividends declared by the Company on its common stock, unless the DSU Accounts are adjusted pursuant to Section 4.3

Section 4.3 Capital Adjustments . The number of DSUs in a Participant’s DSU Account shall be adjusted, as the Board or Compensation Committee deems appropriate, to reflect stock dividends, stock splits, reclassifications, spinoffs, and other extraordinary distributions, as if those DSUs were actual Shares.

Section 4.4 Vesting . A Participant shall be 100% vested in the balance of each of his or her DSU Accounts at all times.

Section 4.5 Statement of Accounts . The Plan Administration Committee shall submit to each Participant quarterly statements of his or her DSU Accounts, in such form as the Plan Administration Committee deems desirable, setting forth the balance to the credit of such Participant in his or her DSU Accounts as of the end of the most recently completed quarter.

Section 4.6 Hypothetical Nature of Accounts and Investments . Each DSU Account established under this Article IV shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the DSU Accounts established under the Plan shall hold any actual funds or assets. The DSU Accounts established hereunder shall be used solely to determine the amounts to be paid hereunder, shall not be or represent an equity security of the Company, shall not be convertible into or otherwise entitle a Participant to acquire an equity security of the Company and shall not carry any voting rights.

ARTICLE V

DISTRIBUTIONS

Section 5.1 Eligibility for Distributions . Except as otherwise provided herein, a distribution from a Participant’s DSU Account may be made only on account of one of the following events incurred by or with respect to the Participant:

(a)	The Participant’s Separation from Service. In this regard, a distribution by reason of a Participant’s Retirement shall be permitted only if the Retirement constitutes a Separation from Service;

(b)	The Participant becoming Disabled;

(c)	The Participant’s death;

(d)	A Specified Time, as prescribed under the Participant’s Deferral Election Agreement;

(e)	An Unforeseeable Emergency, as prescribed in Section 5.11 below; or

(f)	The termination of the Plan, or portion of the Plan, prescribed in Section 9.2.

Section 5.2 Retirement Distributions . Subject to Section 5.6 below, in either of the circumstances described below, upon a Participant’s Retirement, the value of the Participant’s DSU Accounts shall be then distributed to the Participant in installments or in a lump sum as designated in the applicable Deferral Election Agreement.

(a)	The Participant had elected to receive payment of a DSU Account upon Retirement; or

(b)	The Deferral Period elected by the Participant for that DSU Account was a Specified Time, but the Participant Retires before the end of that Specified Time.

Section 5.3 Specified Time Distributions . Subject to Sections 5.6 and 5.8 below, if the Deferral Period elected by a Participant with respect to a DSU Account is a Specified Time, and the Participant did not Retire before the end of that Specified Time, then upon the end of that Specified Time, the value of the DSU Account at issue shall be distributed to the Participant in installments or in a lump sum as designated in the applicable Deferral Election Agreement.

Section 5.4 Other Payment Events . Notwithstanding the provisions of any Deferral Election Agreement, if prior to Retirement a Participant dies, becomes Disabled but remains employed, or incurs a Separation from Service, the entire balance of all of the Participant’s DSU Accounts shall be distributed to the Participant or the Participant’s Beneficiary or Beneficiaries (as the case may be) in a lump sum payment.

Section 5.5 Designated Payment Date .

(a)	The designated date as of which the value of a Participant’s DSU Account is to be distributed, or shall commence being distributed, shall be as prescribed below.

(i)

The designated payment date with respect to a DSU Account to be distributed in a lump sum payment, including with respect to a lump sum payment made to a Participant’s Beneficiary upon the Participant’s death, shall be the first day following the date of the event giving rise to the lump sum payment (or, if later, the date as of which the final deferral with respect to the Deferral Election Agreement pertaining to the DSU Account is withheld from the Participant’s paycheck).

(ii)	In the case of distributions to be made to a Participant in the form of installment payments, the designated payment dates shall be the first day of the month following the date of the event that gives rise to the payment, and each annual anniversary of that initial designated payment date.

(iii)

The designated payment date with respect to amounts in a Director’s DSU Account that are attributable to deferrals of Shares Grants shall be paid to the Director in a lump sum within 90 days after the date of the Director’s Separation from Service of the Board.

(iv)	The designated payment date with respect to a withdrawal due to an Unforeseeable Emergency pursuant to Section 5.9 below shall be the date as of which the withdrawal request is approved by the Plan Administration Committee.

(b)	For purposes of the administrative provisions of this Plan, a payment shall be treated as having been made upon the date specified under subsection (a) above if the payment is made:

(i)	On such date or a later date within the same calendar year; or

(ii)	If later, by the 15 th day of the third calendar month following the date so specified.

Notwithstanding the foregoing, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or the Participant’s estate), the payment will be treated as made upon the specified date if the payment is made during the first calendar year in which the payment is administratively practicable.

For purposes of administrative convenience, payment may be made to a Participant no earlier than 30 days before the designated payment date prescribed in subsection (a) above.

In no event shall a Participant be permitted, directly or indirectly, to designate the taxable year of the distribution.

Section 5.6 Restriction on Distributions to Specified Employees .

(a)

Notwithstanding the provisions of Section 5.5 above, if a Participant is a Specified Employee as of the date of the Participant’s Retirement or other Separation from Service, then, by reason of such event, the amounts held in the Participant’s DSU Accounts shall become payable as of the first day of the seventh month following the date of the

Participant’s Retirement or other Separation from Service (or, if earlier, as of the date of the Participant’s death).

(b)

If the distributions to the Specified Employee are to be made in annual installments, the delay in payment prescribed in subsection (a)(ii) above shall apply solely to the first installment payment. Each subsequent installment payment shall be made as of the date such payment otherwise would have been made pursuant to Section 5.5.

(c)

The distribution restrictions prescribed in subsection (a)(ii) above shall not apply to a payment to be made pursuant to Section 5.7(b)(i) or (ii) (regarding the payment of employment taxes and compensation deferred under the Plan or a certificate of divesture compliance distributions), or Section 10.2(b) (regarding domestic relations orders).

Section 5.7 No Acceleration of Scheduled Distributions .

(a)

Except as otherwise provided in the Plan, the time or schedule of any distribution of any portion of a Participant’s DSU Accounts shall not be permitted to be accelerated, either at the election of the Participant or at the discretion of the Compensation Committee or the Plan Administration Committee.

(b)	Notwithstanding the foregoing, distributions may be made to or on behalf of a Participant prior to the otherwise applicable designated payment date in the following situations:

(i)	As may be necessary to comply with a certificate of divestiture (as defined in Code Section 1043(b)(2));

(ii)	To pay FICA taxes on amounts deferred under the Plan, or income taxes on additional charges arising from the Employer’s payment of FICA taxes or for amounts attributable to the pyramiding of wages and taxes; or

(iii)

If the Plan at any time fails to meet the requirements of Code Section 409A and the underlying regulations. In that event, however, the accelerated payment may not exceed the amount required to be included in the Participant’s income as a result of the Plan’s failure to comply with the Code Section 409A requirements.

Section 5.8 Extension of Specified Time Deferral Period . Section 3.5(b) of the Plan permits a Participant to select a Deferral Period of a stated period of calendar years (i.e., a “Specified Time Deferral Period”). In this connection, a Participant shall be permitted to extend a Specified Time Deferral Period with respect to a DSU Account, subject to the conditions set forth below.

(a)	An election to extend the Specified Time Deferral Period with respect to any DSU Account must be submitted under the Plan in accordance with the Plan Administration Committee’s established procedures.

(b)	Any such election shall not take effect under the Plan until 12 months after the date on which the election is properly submitted.

(c)	An election to extend a Specified Time Deferral Period must provide for the lengthening of the Specified Time Deferral Period for a period of not less than an additional five years.

(d)	Any election to extend a Specified Time Deferral Period must be made at least 12 months prior to the designated payment date (as prescribed in Section 5.5(a)) for the first scheduled payment from the applicable DSU Account.

(e)	For purposes of this Section 5.8:

(i)	The entitlement to installment payments shall be treated as the entitlement to a single payment; and

(ii)	The applicable designated payment date otherwise applicable to a Specified Time Deferral Period shall be determined without regard to the restrictions on distributions to Specified Employees prescribed in Section 5.6.

Section 5.9 Delay of Payments Under Certain Circumstances . Notwithstanding any provision of the Plan to the contrary, payment to a Participant will be delayed to a date after the designated payment date otherwise prescribed under Section 5.5 under any of the circumstances prescribed below.

(a)

A payment to a Participant will be delayed where the Compensation Committee reasonably anticipates that the Company’s or other Affiliated Company’s income tax deduction with respect to such payment otherwise would be limited or eliminated by application of Code Section 162(m); provided, however, that in such event, the payment shall be made either at the earliest date at which the Compensation Committee reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m), or the calendar year in which the Participant Separates from Service.

(b)

A payment to a Participant will be delayed where the Compensation Committee reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided, however, that in such event, the payment to be made at the earliest date at which the Company or other Affiliated Company reasonably anticipates that the making of the payment will not cause such violation. For purposes of this subsection (c), the making of a payment that would cause inclusion in gross income or other application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

(c)	A payment to a Participant will be delayed upon such other events and conditions as may be prescribed in generally applicable guidance issued by the Internal Revenue Service.

Section 5.10 Payment Medium .

(a)

All payments to a Participant (or to a Participant’s Beneficiary) with respect to the Participant’s DSU Account shall be paid in Shares, unless the Compensation Committee in its discretion directs that such amounts be paid in cash. If Shares are not traded on The New York Stock Exchange on any day on which a payment of Shares is to be made under the Plan, then that payment shall be made on the next day on which Shares are traded on

the New York Stock Exchange. Shares paid from this Plan will be drawn from shareholder-approved stock incentive plans.

(b)	The value of any fractional Shares otherwise payable with respect to a Participant shall be paid in cash. Such value shall be determined as of the last business day of the month immediately preceding the date of the payment or final payment, as the case may be.

Section 5.11 Unforeseeable Emergency Withdrawal . A Participant who incurs an Unforeseeable Emergency (as defined below) may submit a request to the Plan Administration Committee for a withdrawal equal to that portion (or all) of the Participant’s DSU Accounts as is then needed to alleviate the financial hardship resulting therefrom. Such withdrawals shall be subject to the following provisions of this Section 5.11.

(a)	For purposes of this Section 5.11:

(i)

An “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, or of the spouse, a dependent (as defined in Code Section 152(a)) or a primary beneficiary (as defined below) of the Participant; the loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; and

(ii)	A ”primary beneficiary” of a Participant is an individual who is named as a Beneficiary of the Participant under the Plan, and who has an unconditional right to all, or a portion of, the balance of the Participant’s DSU Account upon the death of the Participant.

(b)	The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case. Examples of circumstances that may qualify as an Unforeseeable Emergency (provided that the other conditions of this Section 5.11 are satisfied) are:

(i)	The imminent foreclosure of, or eviction from, the Participant’s primary residence;

(ii)	The need to pay for medical expenses, including non-refundable deductibles or the cost of prescription drugs; and

(iii)

The need to pay for the funeral expenses of the spouse, or dependent or primary beneficiary of the Participant.

The purchase of a home and the payment of college tuition are not Unforeseeable Emergencies for purposes of this Plan.

(c)	A withdrawal shall not be permitted under this Section 5.11 to the extent that the hardship resulting from the Unforeseeable Emergency is, or may be, relieved:

(i)	Through the reimbursement or compensation by insurance or otherwise;

(ii)	By the liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or

(iii)

By the cessation of deferrals under the Plan.

(d)

The amount of any Unforeseeable Emergency withdrawal shall be limited to that which the Plan Administration Committee determines is reasonably necessary to alleviate the hardship resulting from the occurrence of the Unforeseeable Emergency (which may include any amount necessary to pay any federal or state income taxes or penalties reasonably anticipated to result from the distribution). The determination of the amount reasonably necessary to satisfy the emergency need must take into account any additional compensation that is available to the Participant upon cancellation of the Participant’s deferral election due to the Unforeseeable Emergency withdrawal that is effected pursuant to Section 3.9(c). However, such determination is not required to take into account any additional Unforeseeable Emergency withdrawal that is available under another nonqualified deferred compensation plan, but which has not actually been paid from that other plan.

(e)

After reviewing each Unforeseeable Emergency withdrawal request, the Plan Administration Committee shall make a determination as to whether the circumstances satisfy the Unforeseeable Emergency standards prescribed above, and will thereupon notify the requesting Participant of the determination. If the request is approved, the Plan Administration Committee shall process payment of the withdrawal

(f)	The Plan Administration Committee may establish a policy and procedures regarding the order in which Unforeseeable Emergency withdrawals are to be charged against the particular DSU Accounts of a Participant.

Section 5.12 Withholding of Taxes . Notwithstanding any other provision of this Plan, an Employer shall withhold from payments made hereunder any amounts required to be so withheld by any applicable law or regulation.

Section 5.13 USERRA Rights . Notwithstanding any provision of this Article V to the contrary, the Plan shall permit a Participant to elect a change in the time or the form of payment as may be required to comply with the Uniformed Services Employment and Reemployment Rights Act (USERRA).

ARTICLE VI

PLAN TERMINATION PAYMENTS UPON QUALIFIED CHANGE IN CONTROL EVENT

Section 6.1 Termination of Plan Upon Change in Control . Notwithstanding any provision of the Plan to the contrary, upon the occurrence of a Qualified Change in Control Event involving the Company or other Relevant Employer (as defined in Section 6.6(a) below), the Board as constituted immediately prior to the event may in its discretion terminate the Plan, or the portion of the Plan pertaining to the Relevant Employer, and cause to be distributed to each affected Participant the entire balance of all of the Participant’s DSU Accounts. The termination by such Board must occur within the 30 days preceding, or within the 12-month period following, the Qualified Change in Control Event. Such Plan termination distributions shall be permitted only if:

(a)	All substantially similar non-qualified deferred compensation programs maintained by the Company and all other Affiliated Companies are terminated upon such Qualified Change in Control Event; and

(b)	All compensation deferred and held under each such deferred compensation program is distributed to Participants within 12 months of the date of termination of the applicable program.

Section 6.2 Qualified Change in Control Event . For purposes of this Article VI, a “Qualified Change in Control Event” with respect to any Participant means any of the following events:

(a)	A Qualified change in the ownership of a corporation that is a Relevant Employer (as prescribed in Section 6.3);

(b)	A Qualified change in effective control of a corporation that is a Relevant Employer (as prescribed in Section 6.4); and

(c)	A Qualified Change in the ownership of a substantial portion of the assets of a corporation that is a Relevant Employer (as prescribed in Section 6.5).

Section 6.3 Change in the Ownership of a Corporation .

(a)

For purposes of this Article VI, a change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. If any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation within the meaning of Section 6.4 below).

(b)	For purposes of this Section 6.3, an increase in the percentage of stock owned by any one person, or by persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock.

(c)

In all regards, for purposes of this Section 6.3, a change in the ownership of a corporation will be deemed to have occurred only when there is a transfer of stock of a corporation (or issuance of stock of a corporation), and stock in such corporation remains outstanding after the transaction.

Section 6.4 Change in the Effective Control of a Corporation .

(a)	For purposes of this Article VI, a change in the effective control of a corporation occurs on the date that either:

(i)	A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or

(ii)

Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the applicable corporation possessing 30 percent or more of the total voting power of the stock of such corporation.

(b)	A change in effective control of a corporation may also occur in any transaction in which either of the two corporations involved in the transaction incurs a change in control event described under Section 6.3 or 6.5.

Section 6.5 Change in the Ownership of Substantial Portion of Assets

(a)

For purposes of this Article VI, a change in the ownership of a substantial portion of a corporation's assets occurs on the date that any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(b)	A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets, and such transfer shall thus not constitute a Qualified Change in Control Event, if the assets are transferred to:

(i)	A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)	An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the corporation;

(iii)

A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the corporation; or

(iv)	An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).

(c)

For purposes of subsection (b) above, a person's status is determined immediately after the transfer of the assets. Thus, for example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

Section 6.6 Definitions and Operating Rules . The following definitions and operating rules shall apply for purposes of this Article VI.

(i)	Relevant Employer . To constitute a Qualified Change in Control Event as to the particular Participant, the event must relate to one of the following corporate employers:

(i)	The Company;

(ii)	A subsidiary corporate Employer for whom the Participant is performing services at the time of the Qualified Change in Control Event; or

(iii)

A subsidiary corporate Employer that is a majority shareholder of an Employer identified in paragraph (ii) above, or any corporate Employer in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (ii) above. For purposes of this paragraph (iii), a majority shareholder of a corporate Employer is a shareholder owning more than 50% of the total fair market value and total voting power of such Employer.

(ii)

Persons Acting as a Group . Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(iii)

Ownership Attribution . The ownership attribution rules of Code Section 318(a) shall apply to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is

not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined in IRS Regulation § 1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

Section 6.7 Special Rule for Certain Delayed Payments . Payment from a Participant’s DSU Accounts that are calculated by reference to the value of Company stock shall be treated as paid at a specified time or pursuant to a fixed schedule in conformity with the requirements of the Plan if such amounts are paid on the same schedule and under the same terms and conditions as payments to shareholders generally pursuant to a Qualified Change in Control Event described in Section 6.3 above (i.e., a change in the ownership of a corporation) or as payments to the Participant pursuant to a Qualified Change in Control Event described in Section 6.5 above (i.e., a change in the ownership of a substantial portion of a corporation’s assets). Any amounts paid pursuant to such a schedule and such terms and conditions will not be treated as violating the initial or subsequent deferral election rules, to the extent that such amounts are paid not later than five years after the Qualified Change in Control Event.

ARTICLE VI I

BENEFICIARY DESIGNATION

Section 7.1 Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person, persons or entity as his Beneficiary or Beneficiaries. A Beneficiary designation shall be made, and may be amended, by the Participant by filing a written designation with the Plan Administration Committee, on such form and in accordance with such procedures as the Plan Administration Committee shall establish from time to time.

Section 7.2 No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then the Participant’s Beneficiary shall be the Participant’s estate.

ARTICLE VIII

ADMINISTRATION OF PLAN

Section 8.1 Named Fiduciaries . The persons identified in this Section 8.1 are named as fiduciaries under this Plan and shall be the only named fiduciaries with respect to the Plan.

(a)

The Company, as Plan sponsor, shall be responsible for all fiduciary functions under the Plan except insofar as any such authority or responsibility is assigned by or pursuant to the Plan to another named fiduciary, or is delegated to another fiduciary pursuant to subsection (b) below. In that regard, the Company shall be the “Administrator” of the Plan within the meaning of ERISA. The authority and responsibility reserved or assigned to the Company shall be exercised by its Compensation Committee or other authorized officers, and shall include the authority and responsibility in regard to the following:

(i)	The design of the Plan, including the right to amend and to terminate the Plan;

(ii)	Establishing the criteria for Employees who are to be designated as Eligible Executives for any Plan Year; and

(iii)

Considering and reviewing all appeals of claims which have been denied.

(b)

The Compensation Committee may delegate to a committee or to any officer of the Company or any Affiliated Company any authority or responsibility reserved or assigned to the Company pursuant to the Plan. In the event of any such delegation, then any references to the authority, right or power of the Company to act which are contained in any notice, disclosure or communication made with a view toward effectuating the purposes of the Plan shall be construed to include authority for such actions by the committee or officer to whom the Compensation Committee has delegated its authority. Notwithstanding any other provision of the Plan, in the event that an action or direction of any person to whom authority reposed with the Company under the Plan has been delegated by the Compensation Committee conflicts with an action or direction of the Board of Directors, then the authority of the Compensation Committee shall supersede that of the delegate with respect to such action or direction.

(c)	A Plan Administration Committee shall have the responsibility and authority to control the operation and administration of the Plan in accordance with the terms of the Plan.

(i)

The members of the Plan Administration Committee shall be the individuals serving in the roles of, respectively, the Senior Vice President of Human Resources and the Vice President, Compensation and Benefits for the Employers, and such other individuals who are appointed to the Plan Administration Committee by such Senior Vice President of Human Resources (or, in the event of a vacancy in such position, by the Vice President, Compensation and Benefits).

(ii)	The Plan Administration Committee may designate one of its members as a chairperson, and may retain and supervise outside providers, third party administrators, record keepers and professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder.

(d)

The Plan Administration Committee shall be responsible for the administration of this Plan and shall have all powers necessary to administer this Plan, including discretionary authority to determine eligibility for benefits and to decide claims under the terms of this Plan, except to the extent that any such powers are vested in any other person administering this Plan by the Compensation Committee. The Plan Administration Committee may from time to time establish rules for the administration of this Plan, and it shall have the exclusive right to interpret this Plan and to decide any matters arising in connection with the administration and operation of this Plan. All rules, interpretations and decisions of the Plan Administration Committee shall be conclusive and binding on the Company, the Employers, Participants and Beneficiaries.

(e)

The Plan Administration Committee is expressly reposed with the discretionary authority and powers in regard to all facets of any claims for benefits made under the Plan. In turn, the Compensation Committee is expressly reposed with the discretionary authority and powers in regard to all facets of the review of a denied claim for benefits. Such authority and powers include, but are not limited to, the following:

(i)	Construing and interpreting the terms of the Plan and of any documents pertaining to the Plan;

(ii)	Construing and interpreting all laws and regulations as applicable to any claims for benefits made under the Plan;

(iii)

Making any factual determinations, and applying such determinations to the terms of the Plan and issues arising under the Plan; and

(iv)	Otherwise deciding all questions regarding an individual’s benefit entitlements under the Plan, and the manner and timing of any payments to be made to or with respect to any individual under the Plan.

(f)

No member of the Board, Compensation Committee or Plan Administration Committee shall be liable for any act or action hereunder, whether of omission or commission, by any other member or Employee or by any agent to whom duties in connection with the administration of this Plan have been delegated or for anything done or omitted to be done in connection with this Plan.

(g)

The Company shall, to the fullest extent permitted by law, indemnify each director, officer or Employee of the Company or any Affiliated Company (including the heirs, executors, administrators and other personal representatives of such person), each member of the Compensation Committee and Plan Administration Committee against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise)

in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of the Company or any other Affiliated Company, the Compensation Committee or the Plan Administration Committee.

(h)

Any expense incurred by the Company, an Employer, the Compensation Committee or the Plan Administration Committee relative to the administration of this Plan shall be paid by the Company or other Affiliated Company and/or may be deducted from the DSU Accounts of the Participants as determined by the Compensation Committee.

(i)

Any member of the Compensation Committee or the Plan Administration Committee may also be a Participant, but no committee member shall have power to take part in any discretionary decision or action affecting his own interest as a Participant under this Plan unless such decision or action is upon a matter which affects all other Participants similarly situated and confers no special right, benefit or privilege not simultaneously conferred upon all other such Participants.

Section 8.2 Claim Procedure .

(a)

If a Participant or Beneficiary makes a written request alleging a right to receive payments under this Plan or alleging a right to receive an adjustment in benefits being paid under this Plan, such actions shall be treated as a claim for benefits. All claims for benefits under this Plan shall be sent to the Plan Administration Committee.

(b)

If the Plan Administration Committee determines that any individual who has claimed a right to receive benefits, or different benefits, under this Plan is not entitled to receive all or any part of the benefits claimed, the Plan Administration Committee shall inform the claimant in writing of such determination and the reasons thereof in terms calculated to be understood by the claimant. The notice shall be sent within 90 days of the claim unless the Plan Administration Committee determines that additional time, not exceeding 90 days, is needed and so notifies the Participant. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and shall describe any additional material or information that is necessary. Such notice shall, in addition, inform the claimant of the procedure that the claimant should follow to take advantage of the review procedures set forth below in the event the claimant desires to contest the denial of the claim, and the right of the claimant to bring a civil action under ERISA if the claim is denied upon further review. Upon request, and free of charge, the claimant will be provided with reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits.

(c)

The claimant may within 90 days thereafter submit in writing to the Plan Administration Committee a notice that the claimant contests the denial of his or her claim and desires a further review of the denied claim. The request for review will be directed to the Compensation Committee, which will review the claim and authorize the claimant to review pertinent documents and submit issues and comments relating to the claim. The Compensation Committee will render a final decision with specific reasons thereof in writing and will transmit it to the claimant within 60 days of the written request for review, unless the Compensation Committee determines that additional time, not exceeding

60 days, is needed, and so notifies the Participant. If the claim is to be denied in whole or in part upon review, the written notice to the claimant will include the following:

(i)	The specific reason or reasons for the denial;

(ii)	Reference to the specific Plan provisions upon which the denial is based;

(iii)

A statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim appeal; and

(iv)	A statement of the claimant’s right to file a civil lawsuit under ERISA.

(d)

Notwithstanding subsection (c) above, if the Compensation Committee holds regularly scheduled meetings at least quarterly, the Compensation Committee shall make a claim review determination no later than the date of the meeting of the committee that immediately follows the Plan’s receipt of a request for review, unless the request for review is filed within 30 days preceding the date of such meeting. In such case, a claim review determination may be made by no later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances (such as the need to hold hearing) require a further extension of time for processing, a determination shall be rendered not later than the third meeting of the committee following the Plan’s receipt of the request for review. If such an extension of time for review is required because of special circumstances, the claimant shall be provided with written notice of the extension, describing the special circumstances and the date as of which the claim review determination will be made, prior to the commencement of the extension. The claimant shall be notified of the claim review determination as soon as possible, but not later than five days after the determination is made.

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

Section 9.1 Amendment . The Board or the Compensation Committee may at any time amend this Plan in whole or in part, provided, however, that no amendment shall be effective to decrease the balance in, or otherwise alter the election made with respect to, any DSU Account as accrued at the time of such amendment, nor shall any amendment otherwise have a retroactive effect. In addition, any amendment that has the effect of changing the time or form of payment under the Plan with respect to any Participant shall be subject to the provisions of Sections 5.7 and 5.8 (regarding the prohibition against the acceleration of payments and the restrictions on changes in the time or form of payments).

Section 9.2 Company’s Right to Terminate . The Board or the Compensation Committee may at any time terminate the Plan with respect to future Deferral Election Agreements. However, the Plan cannot otherwise be terminated, and DSU Accounts thereupon distributed, except as provided below.

(a)	The Plan may be terminated and distributions thereupon made upon a Qualified Change in Control Event, as prescribed in Section 6.1.

(b)

The Plan may be terminated and distributions thereupon made within 12 months of the Company’s corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 USC § 503(b)(1)(A), provided that the amounts deferred under the Plan are distributed for inclusion in the gross income of the Participant in the latest of:

(i)	The calendar year in which the Plan termination occurs;

(ii)	The calendar year in which the deferred amount is no longer subject to a substantial risk of forfeiture; or

(iii)

The first calendar year in which the termination distribution is administratively practicable.

(c)	The Plan may be terminated and distributions thereupon made if the conditions prescribed below are satisfied.

(i)	Each other “account balance” deferred compensation plan maintained by the Company and any other Affiliated Company that also covers any Participant in this Plan is concurrently terminated;

(ii)	No payments (other than payments that would be payable under the terms of the terminated programs if the terminations had not occurred) are made within 12 months of the termination of the programs;

(iii)

All payments are made within 24 months of the termination of the applicable programs; and

(iv)	During the three-year period following the termination of the Plan, neither the Company, nor any other Affiliated Company, adopts an account balance deferred compensation program covering any individual who was a Participant in the Plan upon its termination.

ARTICLE X

MISCELLANEOUS

Section 10.1 Unfunded Plan . This Plan is intended to be an unfunded plan. All payments pursuant to the Plan shall be made from the general funds of the Employers and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Employers as a result of participating in the Plan. Notwithstanding the foregoing, the Employers may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Employers’ creditors, to assist it in accumulating funds to pay its obligations under the Plan.

Section 10.2 Nonassignability .

(a)

Except as specifically set forth in the Plan with respect to the designation of Beneficiaries, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

(b)

Notwithstanding the foregoing, the balance of a Participant’s DSU Accounts, or any portion thereof, shall be distributed in accordance with the terms of any domestic relations order which the Plan Administration Committee determines to be a qualified domestic relations order (QDRO) described in Section 414(p) of the Code.

Section 10. 3 Validity and Severability . The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.4 Governing Law . The validity, interpretation, construction and performance of this Plan shall in all respects be governed by the laws of the State of Virginia, without reference to principles of conflict of law, except to the extent preempted by federal law.

Section 10.5 Employment Status . This Plan does not constitute a contract of employment or impose on the Participant or any Employer any obligation for the Participant to remain an Employee of the Employer or change the status of the Participant’s employment or the policies of the Employer and its affiliates regarding termination of employment. The establishment or existence of the Plan also does not constitute a contract of employment and shall not confer upon any individual the right to be continued as a Director.

Section 10.6 No Stockholder Rights Conferred . Nothing contained in the Plan will confer upon any Participant or Beneficiary any rights of a stockholder of the Company, unless and until Shares are in fact issued or transferred to such Participant or Beneficiary in accordance with Article V.

Section 10.7 Underlying Incentive Plans and Programs . Nothing in this Plan shall prevent the Company or other Employer from modifying, amending or terminating the compensation or the incentive plans and programs pursuant to which cash awards are earned and which are deferred under this Plan.

Section 10.8 Funding and Financial Health Restrictions . In no event shall any amounts attributable to any DSU Account be held in an offshore trust within the meaning of Code Section 409A(b)(1). In addition, the assets of any Affiliated Company shall not be restricted to the payment of benefits under the Plan upon a change in the Affiliated Company’s financial health within the meaning of Code Section 409A(b)(2).

* * *

Pursuant to the authority granted by the Compensation Committee of the Board of Directors of Advance Auto Parts, Inc. under its resolutions adopted on November_______, 2007, the undersigned hereby executes this Advance Auto Parts, Inc. Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives on behalf of Advance Auto Parts, Inc.

ADVANCE AUTO PARTS, INC.

By:

Its:

Dated: November , 2007

FIRST AMENDMENT TO THE

ADVANCE AUTO PARTS, INC.

DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

(As Amended and Restated Effective as of January 1, 2008)

WHEREAS, Advance Auto Parts, Inc., a Delaware Corporation, (the “Company”), sponsors the Advance Auto Parts, Inc. Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives (the “Plan”) to allow eligible individuals to elect to defer the receipt and taxation of a portion of their compensation; and

WHEREAS, the Company previously maintained a form of incentive bonus known as a "Roll-up Performance Bonus," which bonus, in part, was eligible to be deferred under the Plan by eligible executives. The Roll-up Performance Bonus has been replaced by a new "Annual Bonus," which is also eligible to be deferred in part under the Plan. It is the desire of the Company that the Plan reflect the change of the type of bonus awarded by the Company; and

WHEREAS, it is the further desire of the Company to clarify:

·	That a delay in payment to a “specified employee” is required only if the payment is made by reason of a separation from service; and

·	The Company’s right in regard to ensuring the fulfillment of its tax withholding obligations with respect to a distribution from the Plan; and

WHEREAS, the Company further desires to amend the Plan to provide for the treatment of new types of grants of Deferred Stock Units to be deferred under the Plan.

NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby amended in the manner as prescribed below, effective for the Plan Year beginning on January 1, 2009, or as of such other indicated date.

A. Provisions Reflecting Change in Bonus

1. Article 2 of the Plan is hereby amended by the modification and addition of the definitions set forth below.

Section 2.18 Eligible Compensation .

(a)

The “Eligible Compensation” of any Eligible Executive for any period means the Base Salary and Bonus Compensation, if any, otherwise payable to the Eligible Executive for services performed or performances achieved during such period.

Page 1 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

(b)

The “Eligible Compensation” of a Director for any period means the Retainer, or portion thereof, payable to the Director for services performed during such period.

* * *

Section 2.32 Annual Bonus . “Annual Bonus” means the bonus awarded to an Eligible Executive for a calendar year performance period under an incentive plan maintained by an Employer.

* * *

Section 2.38 Bonus Compensation . "Bonus Compensation" for any Eligible Executive for any period means any Quarterly Bonus or Annual Bonus awarded to such Eligible Executive for services rendered or performance achieved for such period.

2. Article 3 of the Plan is hereby amended by the modification of the provisions set forth below.

Section 3.3 Deferral Election Agreement .

* * *

(b)

For each Plan Year, each Eligible Executive for that Plan Year will be permitted to submit a separate Deferral Election Agreement with respect to the Base Salary and Bonus Compensation (if any) otherwise payable to the Eligible Executive for services performed or performance achieved during the Plan Year. The submission of the Deferral Election Agreement must be made in writing or otherwise in accordance with such policies and procedures established by the Plan Administration Committee and communicated to Eligible Individuals, which procedures may permit or require elections to be made by electronic media. Eligible Individuals who submit a Deferral Election Agreement will be provided written or electronic confirmation of the terms of each Deferral Election Agreement.

* * *

Section 3.4 Deferred Amount .

(a)

The Deferral Election Agreement of a Participant for a Board Service Period or Plan Year, as applicable, will designate the amount of each form of the Eligible Compensation for the period that the Participant elects to have deferred under the Plan (the “Deferred Amount”).

(i)

A Director may elect to defer up to 100% of his or her Retainer for a Board Service Period.

(ii)

For each Plan Year, an Eligible Executive will make a separate deferral election for the Eligible Executive’s Base Salary and Bonus Compensation for the Plan Year; provided, however, that the Plan

Page 2 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

Administration Committee in its discretion may permit separate elections to be made with respect to an Eligible Executive’s Quarterly Bonuses and Annual Bonus, respectively. The maximum or minimum amount of deferral that may be elected by an Eligible Individual for a Plan Year with respect to each form of Eligible Compensation will be established by the Plan Administration Committee. The maximum or minimum amount may differ as to Eligible Individuals or classes of Eligible Individuals.

* * *

Section 3.7 Deferral Election Deadline .

* * *

(b)

A Deferral Election pertaining to Base Salary or Bonus Compensation that may otherwise become payable to an Eligible Executive for services performed or performance achieved during a Plan Year, including in regard to the Annual Bonus or the fourth quarter Quarterly Bonus for a Plan Year that will be paid after the end of that Plan Year, must be submitted on or before December 31 of the Plan Year immediately preceding the Plan Year for which it is effective (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee.

(c)

Notwithstanding subsection (b) above, the Plan Administration Committee in its discretion may permit an Eligible Executive to submit the Deferral Election for the Annual Bonus pertaining to any Plan Year on or before June 30 falling within the applicable Plan Year (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee, subject to the following conditions:

(i)

The Annual Bonus for the Plan Year must be payable by reason of the Eligible Executive’s satisfaction of organizational or individual performance criteria that is measured on the basis of a calendar year performance period or such other performance period of not less than 12 months;

(ii)

(iii)

The election must be made before the amount of the Annual Bonus becomes readily ascertainable.

Section 3.8 Election for First Year of Eligibility . Notwithstanding Section 3.7 above, the provisions of this Section 3.8 will apply with respect to an individual

Page 3 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

who becomes an Eligible Executive or a Director, and who thereupon becomes eligible to participate in the Plan, after the first day of a Plan Year.

(a)	The timing of the Eligible Individual’s initial Deferral Election will be governed by the rules prescribed below.

(i)

The initial Deferral Election must be made within 30 days after the date the individual becomes an Eligible Individual. Except as provided in paragraph (ii) below, the Eligible Individual’s initial Deferral Election, or the decision to not make an initial Deferral Election, will become irrevocable as of the expiration of such 30-day election period.

(ii)

Notwithstanding paragraph (i) above, an initial Deferral Election by an Eligible Individual that is affirmatively made and submitted under the Plan as of the last day immediately preceding the date for which the Deferral Election will first apply, and before the expiration of the otherwise applicable 30-day election period, will become irrevocable as of such last day.

(iii)

* * *

(c)

The compensation to which such initial Deferral Election will apply will be determined in accordance with the rules set forth below.

(i)	The Eligible Individual’s initial Deferral Election will apply only to the Eligible Compensation otherwise payable for services performed by the Eligible Individual subsequent to the date the Deferral Election has become irrevocable pursuant to subsection (a) above.

(ii)

For purposes of paragraph (i) above, as with respect to a Deferral Election by an Eligible Executive pertaining to Bonus Compensation (i.e., the Quarterly Bonuses and Annual Bonus), if the initial Deferral Election is made after the beginning of the applicable bonus performance period, the Deferral Election will apply to the total amount of the applicable Bonus Compensation for the applicable performance period multiplied by a fraction, the numerator of which is the number of days remaining in the performance period after the election has become irrevocable, and the denominator of which is the total number of days in the performance period.

(iii)

The formula prescribed in paragraph (ii) above will also apply in regard to a Deferral Election pertaining to the deferral of the Eligible Executive’s Base Salary, or to a Director’s Retainer, unless the

Page 4 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

amount of the individual’s Eligible Compensation for the portion of a period prior to the date of the irrevocability of the Deferral Election (i.e., the amount of the Eligible Compensation that is not eligible to be deferred under the Plan) can be readily ascertained.

B. Plan Clarification Provisions

1. Subsection 5.6(a) of the Plan is amended to read as prescribed below.

Section 5.6 Restriction on Distributions to Specified Employees .

(a)

Notwithstanding the provisions of Section 5.5 above, if a Participant becomes entitled to a distribution from the Plan by reason of Retirement or other Separation from Service, and if the Participant is a Specified Employee as of the date of such Retirement or other Separation from Service, then the amounts held in the Participant’s Deferral Accounts will become payable as of the first day of the seventh month following the date of the Participant’s Retirement or other Separation from Service (or, if earlier, as of the date of the Participant’s death).

* * *

2. Subsection 5.12 of the Plan is amended to read as prescribed below.

Section 5.12 Withholding of Taxes . Notwithstanding any other provision of this Plan, an Employer has the right to withhold from payments made hereunder, or to require a Participant to remit to the Employer, any amount required for the Employer to satisfy all federal, state or local tax withholding obligations pertaining to the Participant.

C. Treatment of New Types of Deferred Stock Unit Grants

The Plan is amended, effective as of May 26, 2009, by the addition of a new Article XI set forth below.

ARTICLE XI

TYPE 1 AND TYPE 2 DSU SHARES

Section 11.1 Overview . For each Board Service Period, the Company may grant to each Director one or both of two categories of Deferred Stock Units (“DSUs”). For purposes of this Article XI, these categories of DSUs are referred to as “Type 1 DSUs” and “Type 2 DSUs,” respectively. Except as may be required under the terms of a written agreement, the Company is not obligated to award Type 1 or Type 2 DSUs for any Board Service Period, and the number of DSUs awarded may increase or decrease for subsequent Board Service Periods. The Type 1 and Type 2 DSUs will be held under

Page 5 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

the Plan, and will be subject to the terms and provisions of the Plan except as otherwise specifically provided in this Article XI.

Section 11.2 Non-Elective Deferrals . Each Type 1 and Type 2 DSU grant that is awarded to a Director will be automatically deferred under the Plan on a non-elective basis, and will be credited to the Director’s DSU Account.

Section 11.3 Vesting .

(a)	A Director will at all times be vested in the balance of each of his or her DSU Accounts attributable to grants of Type 1 DSUs.

(b)

With respect to the Type 2 DSUs that are granted to a Director for any Board Service Period, unless a Director’s service as a member of the Board ends prior to the one-year anniversary of the commencement of such Board Service Period, then the Type 2 DSUs so granted will become vested on the one-year anniversary date.

If Director’s service as a member of the Board ends prior to the one-year anniversary of the commencement of the Board Service Period, then the Type 2 DSU Shares granted to the Director for such Board Service Period will vest on the cessation of service date on a pro-rata basis. The pro-rata vesting will be based on a fraction: the numerator of which is the number of full or partial months of the Director’s service on the Board prior to the cessation of such service (measured from the date of commencement of the Board Service Period), and the denominator of which is twelve.

(c)	Notwithstanding subsection (b) above, a Director whose service as a member of the Board ends due to death or having become Disabled, or upon a Qualified Change in Control Event, will become fully vested upon such cessation of service.

Section 11.4 Timing and Form of Distributions . Distributions of amounts from a Director’s DSU Account attributable to grants of Type 1 and Type 2 DSUs will be made as prescribed in this Section 11.4, unless the provisions of Article V provide for an earlier distribution date (such as in the event of the death or Disability of the Director).

(a)	The value of a Director’s DSU Accounts pertaining to grants of Type 1 DSUs will be distributed upon a Director’s Retirement.

(b)	The value of a Director’s DSU Accounts pertaining to a grant of Type 2 DSUs for a Board Service Period will be distributed as of the three-year anniversary of the commencement of such Board Service Period.

(c)	Notwithstanding subject (b) above, a Director may elect to extend the distribution date of the Type 2 DSUs as prescribed in Section 5.8 of the Plan.

All such distributions will be made in the form of a lump sum payment.

* * *

Page 6 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

Pursuant to the authority granted by the Compensation Committee of the Board of Directors of Advance Auto Parts, Inc. under its resolutions adopted on August _____, 2009, the undersigned hereby executes this Advance Auto Parts, Inc. Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives on behalf of Advance Auto Parts, Inc.

ADVANCE AUTO PARTS, INC.

By:

Title:

Dated: , 2009

Page 7 - FIRST AMENDMENT TO THE DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES

Exhibit 10.19

ADVANCE AUTO PARTS, INC.

DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective as of January 1, 2008)

TABLE OF CONTENTS

Page

ARTICLE I	GENERAL		1
Section 1.1		Purpose	1
Section 1.2		Status of Plan	1
Section 1.3		Effective Date	1
Section 1.4		Pre-2005 Deferrals	1

ARTICLE II	DEFINITIONS		2
Section 2.1		Affiliated Company	2
Section 2.2		Aggregated Plans	2
Section 2.3		Base Salary	2
Section 2.4		Beneficiary	2
Section 2.5		Board	2
Section 2.6		Code	3
Section 2.7		Company	3
Section 2.8		Compensation Committee	3
Section 2.9		Deferral Account	3
Section 2.10		Deferral Election Agreement	3
Section 2.11		Deferral Period	3
Section 2.12		Deferred Amount	3
Section 2.13		Disabled	3
Section 2.14		Eligible Compensation	4
Section 2.15		Employer	4
Section 2.16		ERISA	4
Section 2.17		Hypothetical Investment Benchmark	4
Section 2.18		Matching Contribution	4
Section 2.19		Matching Contribution Account	4
Section 2.20		Participant	4
Section 2.21		Plan	4
Section 2.22		Plan Administration Committee	4
Section 2.23		Plan Year	4
Section 2.24		Qualified Change in Control Event	4
Section 2.25		Quarterly Bonus	4
Section 2.26		Retirement	4
Section 2.27		Roll-up Performance Bonus	4
Section 2.28		Separation from Service	5
Section 2.29		Specified Employee	5
Section 2.30		Specified Time	6
Section 2.31		Team Member	6

ARTICLE III	PARTICIPATION AND DEFERRAL ELECTIONS		7
Section 3.1		Participation	7
Section 3.2		Duration of Participation	8
Section 3.3		Deferral Election Agreement	8
Section 3.4		Deferred Amount	8
Section 3.5		Designated Payment Event	9
Section 3.6		Form of Payment	9
Section 3.7		Deferral Election Deadline	10
Section 3.8		Election for First Year of Eligibility	10
Section 3.9		Irrevocability of Election	12
Section 3.10		Evergreen Elections	13
Section 3.11		Non-Elective LTIP Shares Grant Deferrals	13

ARTICLE IV	MAINTENANCE AND INVESTMENT OF ACCOUNTS		15
Section 4.1		Maintenance of Deferral Accounts	15
Section 4.2		Crediting of Deferred Compensation	15

Section 4.3		Vesting	15
Section 4.4		Hypothetical Investment Benchmarks	16
Section 4.5		Statement of Accounts	16

ARTICLE V	DISTRIBUTIONS		17
Section 5.1		Eligibility for Distributions	17
Section 5.2		Retirement Distributions	17
Section 5.3		Specified Time Distributions	17
Section 5.4		Other Payment Events	17
Section 5.5		Designated Payment Date	17
Section 5.6		Restriction on Distributions to Specified Employees	18
Section 5.7		No Acceleration of Scheduled Distributions	19
Section 5.8		Extension of Specified Time Deferral Period	19
Section 5.9		Delay of Payments Under Certain Circumstances	20
Section 5.10		Cash Payments	20
Section 5.11		Unforeseeable Emergency Withdrawals	21
Section 5.12		Withholding of Taxes	22
Section 5.13		USERRA Rights	22

ARTICLE VI	PAYMENTS UPON QUALIFIED CHANGE IN CONTROL EVENT		23
Section 6.1		Termination of Plan Upon Change in Control	23
Section 6.2		Qualified Change in Control Event	23
Section 6.3		Change in the Ownership of a Corporation	23
Section 6.4		Change in the Effective Control of a Corporation	24
Section 6.5		Change in the Ownership of Substantial Portion of Assets	24
Section 6.6		Definitions and Operating Rules	25

ARTICLE VII	BENEFICIARY DESIGNATION		27
Section 7.1		Beneficiary Designation	27
Section 7.2		No Beneficiary Designation	27

ARTICLE VIII	ADMINISTRATION OF PLAN		28
Section 8.1		Named Fiduciaries	28
Section 8.2		Claim Procedure	30

ARTICLE IX	AMENDMENT AND TERMINATION OF PLAN		32
Section 9.1		Amendment	32
Section 9.2		Company’s Right to Terminate	32

ARTICLE X	MISCELLANEOUS		34
Section 10.1		Unfunded Plan	34
Section 10.2		Nonassignability	34
Section 10.3		Validity and Severability	34
Section 10.4		Governing Law	34
Section 10.5		Employment Status	34
Section 10.6		Underlying Incentive Plans and Programs	35
Section 10.7		Funding and Financial Health Restrictions	35

APPENDIX A			36

ADDENDUM			37

ARTICLE I

GENERAL

Section 1.1 Purpose . It is the intention of Advance Auto Parts, Inc. (the “Company”) to continue to maintain and provide for the administration of the Advance Auto Parts, Inc. Deferred Compensation Plan (the “Plan”) in accordance with the provisions of Section 409A of the Code, and in accordance with other provisions of law relating to non-qualified deferred compensation plans. The purpose of the Plan is to allow eligible Team Members to elect to defer the receipt of a portion of the compensation that would otherwise be currently payable to the Team Member.

Section 1.2 Status of Plan . The Plan is maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA). It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan constitutes a mere promise by the Company to make deferred compensation payments in the future. As to such deferred compensation benefits, Participants under the Plan have the status of a general, unsecured creditors of the Company.

Section 1.3 Effective Date . The Plan is a continuation of the Plan that was originally adopted effective as of June 1, 2003. Except as may be expressly provided otherwise, the Plan is hereby amended and restated effective as of January 1, 2008 for the purpose of becoming compliant with final Code Section 409A regulations issued by the Internal Revenue Service.

Section 1.4 Pre-2005 Deferrals . Deferrals made under the Plan on or before December 31, 2004, which were earned and not subject to a substantial risk of forfeiture as of such date, shall be segregated and administered solely in accordance with the Addendum to this Plan.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

Section 2.2 Aggregated Plans . “Aggregated Plans” means the Advance Auto Parts, Inc. Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives, and any other account balance form of deferred compensation plan allowing elective deferrals that is sponsored by an Affiliated Company, and which is required to be aggregated with this Plan pursuant to IRS Regulation §1.409A-1(c)(2).

Section 2.3 Base Salary .

(a)

The “Base Salary” of a Team Member for a Plan Year means the base rate of cash compensation otherwise payable by an Employer to or for the benefit of the Team Member for services rendered or labor performed while that Team Member is a Participant in this Plan for such Plan Year, including the base pay that the Team Member could have received in cash in lieu of:

(i)	Compensation deferrals elected to be made under this Plan, or under any other non-qualified deferred compensation plan maintained by the Company or other Affiliated Company; and

(ii)	Contributions made by or on the Team Member’s behalf to any qualified retirement plan, or to any Code Section 125 cafeteria plan or other employee benefit plan maintained by the Company or other Affiliated Company.

(b)

Any compensation paid to a Team Member after the last day of a Plan Year solely for services performed during the final payroll period (as described in Code Section 3401(b)) containing the last day of the Plan Year shall be treated as compensation for services performed in the subsequent Plan Year. For example, if a payroll period begins on December 23 of Year 1 and ends on January 5 of Year 2, then the compensation for that payroll period shall be treated as Year 2 compensation.

Section 2.5 Board . Except as provided in Section 6.1, “Board” means the Board of Directors of the Company as constituted from time to time.

Section 2.6 Code . “Code” shall mean the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

Section 2.7 Company . “Company” means Advance Auto Parts, Inc., its successors, and any organization into which or with which Advance Auto Parts, Inc. may merge or consolidate or to which all or substantially all of its assets may be transferred.

Section 2.8 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board, or any successor to such committee.

Section 2.9 Deferral Account . “Deferral Account” means each account established and maintained on behalf of each Participant pursuant to Section 4.1. Where the context so implies, reference to a Participant’s Deferral Account shall include the Participant’s Matching Contribution Account (if any).

Section 2.10 Deferral Election Agreement . “Deferral Election Agreement” (sometimes referred to simply as a “Deferral Election”) means a Team Member’s agreement to defer the receipt of Eligible Compensation as submitted by the Team Member under the Plan in accordance with Section 3.3.

Section 2.11 Deferral Period . “Deferral Period” means the period defined in Section 3.5.

Section 2.12 Deferred Amount . “Deferred Amount” means the amount defined in Section 3.4.

Section 2.13 Disabled . A Participant shall be considered to be or have become “Disabled” for purposes of the Plan if, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, the Participant:

(a)

Is unable to engage in any substantial gainful activity; or

(b)

Is receiving, and has received for a period of not less than three months, income replacement benefits under another accident and health plan covering employees of the Participant’s Employer.

Section 2.14 Eligible Compensation . “Eligible Compensation” for any Team Member for any period means the Base Salary, Quarterly Bonus or Roll-up Performance Bonus, if any, otherwise payable to the Team Member for services performed during such period.

Section 2.15 Employer . “Employer” means each Affiliated Company having any Team Members who are Participants under the Plan. An Affiliated Company qualifying as an Employer as of January 1, 2005 shall continue as such, subject to the provisions of the Plan. For periods on and after January 1, 2005, if an Affiliated Company acquires a corporation or other trade or business, and if the acquired entity is thereupon maintained as a separate Employer or operating unit with respect an Affiliated Company in general, then such entity shall not be deemed to be an Employer with respect to the Plan, and the

Employees employed by that entity shall not be eligible to participate in the Plan, unless and until the Company directly, or acting through the Plan Administration Committee, affirmatively designates the acquired entity as an Employer.

Section 2.16 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.17 Hypothetical Investment Benchmark . “Hypothetical Investment Benchmark” means the phantom investment benchmarks that are used to measure the earnings credited to a Participant’s Deferral Account.

Section 2.18 Matching Contribution . “Matching Contribution” means the amount of matching or other non-elective employer contribution that an Employer may make to the Plan on behalf of eligible Team Members for any Plan Year, as prescribed in Section 3.9.

Section 2.19 Matching Contribution Account . “Matching Contribution Account” means a notational account established to reflect the crediting of any Matching Contributions or other non-elective Employer contributions made on account of a Participant, including the deemed earnings thereon.

Section 2.20 Participant . “Participant” means any eligible Team Member who has elected to participant in the Plan by filing a Deferral Election Agreement as provided in Article III.

Section 2.21 Plan . “Plan” means this Advance Auto Parts, Inc. Deferred Compensation Plan, as may be amended from time to time.

Section 2.22 Plan Administration Committee . “Plan Administration Committee” means the committee that is responsible for the operation and administration of the Plan, as identified in Section 8.1(c).

Section 2.23 Plan Year . “Plan Year” means a 12-month period beginning January 1 and ending the following December 31.

Section 2.24 Qualified Change in Control Event . “Qualified Change in Control Event” is a change in control of an Employer, as more fully prescribed in Article VI.

Section 2.25 Quarterly Bonus . “Quarterly Bonus” means the amount awarded to a Team Member for each quarterly performance period within a Plan Year pursuant to any approved incentive plan maintained by an Employer.

Section 2.26 Retirement . “Retirement” or “Retired” means a Participant’s Separation from Service after both attaining age 55 and completing at least 10 continuous years of service with the Affiliated Companies.

Section 2.27 Roll-up Performance Bonus . “Roll-up Performance Bonus” means the bonus of the same name that is awarded to a Team Member under an incentive plan maintained by an Employer. Under the terms of the incentive plan, such Roll-up Performance Bonus is payable by reason of the Team Member’s satisfaction of organizational or individual performance criteria, and is measured on the basis of a performance period of 12 months (being the Plan Year). A performance bonus payable to a Team Member that does not satisfy both of the above conditions will be treated under the Plan as a Quarterly Bonus.

Section 2.28 Separation from Service .

(a)	Subject to the further provisions of this Section 2.28, a Participant will incur a Separation from Service for purposes of the Plan if the Participant dies, Retires, or otherwise has a termination of employment as to all the Affiliated Companies.

(b)

An Participant’s employment relationship with an Affiliated Company will be treated as continuing intact, and thus the Participant will not be deemed to have incurred a Separation from Service, while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Affiliated Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Affiliated Company. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six-month period.

(c)

Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Affiliated Company and the Participant reasonably anticipated that no further services would be performed after a certain date, or that the level of bona fide services the Participant would perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Affiliated Companies if the Participant has been providing services to the Affiliated Companies less than 36 months). A Participant is presumed to have incurred a Separation from Service where the level of bona fide services performed decreases to a level equal to 20 percent or less of the average level of services performed by the Participant during the immediately preceding 36-month period. A Participant will be presumed not to have incurred a Separation from Service where the level of bona fide services performed continues at a level that is 50 percent or more of the average level of service performed by the Participant during the immediately preceding 36-month period. No presumption applies to a decrease in the level of bona fide services performed to a level that is more than 20 percent, and less than 50 percent, of the average level of bona fide services performed during the immediately preceding 36-month period).

Section 2.29 Specified Employee .

(a)	For purposes of this Plan, a “Specified Employee” means a Participant who is:

(i)	A five-percent owner of an Affiliated Company; or

(ii)	A one-percent owner of an Affiliated Company having annual compensation of more than $150,000; or

(iii)

An officer of an Affiliated Company, regardless of the level of the officer’s annual compensation for the Plan Year at issue. In this regard, an “officer” means a Team Member whose position is that of a Vice-President or higher.

(b)

A Participant’s status as a Specified Employee will be determined as of December 31 of each Plan Year (the “Identification Date”). If applicable, such a determination will be based on the compensation earned by the Participant from the Affiliated Companies for the 12-month period ending on the Identification Date.

(c)

A Participant who is determined to be a Specified Employee as of an Identification Date shall be treated as a Specified Employee for purposes of the distribution restrictions prescribed under Section 5.6 of the Plan for the 12-month period beginning on the first day of the month following the Identification Date (i.e., for the calendar year immediately following the Identification Date).

(d)

If a publicly-traded corporation is acquired by, or merges into, the Company or other Affiliated Company, then any Team Member of the acquired or merged corporation who as of December 31 (the Identification Date) immediately following the corporation transaction, has become an officer of an Affiliated Company (as defined in paragraph (a)(iii) above), or who is an owner described in paragraph (a)(i) or (ii) above, will be treated as a Specified Employee for purposes of this Plan through the last day of calendar year that is coincident with or next follows the date of the corporation transaction. Thereafter, the Team Member’s status as a Specified Employee will be determined as prescribed above. Notwithstanding the foregoing, the Company may elect to use any reasonable method to determine the Specified Employees for purposes of the Plan for periods immediately after the corporate transaction, provided that such method is adopted no later than 90 days after the corporate transaction and applied prospectively from the date the method is adopted.

(e)

If a company that is not publicly-traded is acquired by or merges into the Company or other Affiliated Company, then the Team Members of the acquired or merged company will not be treated as Specified Employees for purposes of this Plan until the first day of the calendar year next following the acquisition. Thereafter, the Team Member’s status as a Specified Employee shall be determined as prescribed above.

(f)	A Participant who is not a current or former Team Member of the Company or any other Affiliated Company (i.e., an “outside” Director) is not a key employee, and therefore not a Specified Employee for purposes of the Plan.

Section 2.30 Specified Time . “Specified Time” means a designated Deferral Period with respect to a Deferral Account that based on a stated number of years, as prescribed in Section 3.5(b).

Section 2.31 Team Member . “Team Member” means an employee of the Company or other Affiliated Company.

ARTICLE III

PARTICIPATION AND DEFERRAL ELECTIONS

Section 3.1 Participation .

(a)	Each Team Member who was a Participant in the Plan as of December 31, 2007 shall continue as such, subject to the provisions of the Plan.

(b)	Effective on and after January 1, 2008, a Team Member shall be eligible to participate in the Plan with respect to any Plan Year if:

(i)	The Plan Administration Committee concludes that for such Plan Year, the Team Member is:

(A)	Expected to be compensated in an amount such that the sum of the Team Member’s Base Salary plus 75% of the Team Member’s anticipated incentive bonuses for the Plan Year will equal or exceed $100,000;

(B)	A “highly-compensated employee” for the Plan Year at issue under a Section 401(k) plan maintained by an Employer by reason of the Team Member’s compensation for the prior Plan Year; or

(C)	A newly-hired Team Member, and is expected to receive compensation from the Employer at a level which, if annualized, will equal or exceed the dollar amount that will be used to establish a person’s status as a “highly compensated employee” under Code Section 414(q) for the following year.

(ii)	As of the first day of the Plan Year, the Team Member is at least 21 years of age and has completed at least one year of continuous service (1,000 hours) with the Affiliated Companies; and

(iii)

The Team Member commits to make elective deferrals to a qualified Section 401(k) plan maintained by an Employer at the maximum rate allowed with respect to such Team Member under the Section 401(k) plan. This condition applies only if the Team Member is eligible to participate in such a Section 401(k) plan.

(c)

A Participant who is transferred from an Employer to employment with an Affiliated Company that is not an Employer with respect to the Plan, or who while continuing in the employ of an Employer ceases to be an eligible Team Member (a “Transferred Participant”), shall not be considered to have incurred a Separation from Service. The Transferred Participant shall continue to be eligible to make deferrals under the Plan through the end of the Plan Year in which such transfer occurs, or for such additional period as may be permitted by the Compensation Committee.

Section 3.2 Duration of Participation . Each Participant shall remain a Participant under the Plan until the balance of all of the Participant’s Deferral Accounts has been distributed to the Participant or the Participant’s Beneficiary.

Section 3.3 Deferral Election Agreement .

(a)

For each Plan Year, each eligible Team Member shall be permitted to submit a separate Deferral Election Agreement with respect to each of the forms of Eligible Compensation otherwise payable to the Team Member for services performed during the Plan Year. The forms of Eligible Compensation for a Plan Year consist of Base Salary, Quarterly Bonuses and Roll-up Performance Bonus. For administrative convenience, the Plan Administration Committee can combine the elections for two or more forms of the Eligible Compensation on a single form. The submission of the Deferral Election Agreement must be made in accordance with such policies and procedures established by the Plan Administration Committee and communicated to eligible Team Members, which procedures may permit or require elections to be made by electronic media.

(b)	The Deferral Election Agreement with respect to each form of Eligible Compensation shall include the elections and descriptions prescribed below.

(i)	The amount of the Team Member’s Eligible Compensation to be deferred for the Plan Year (the “Deferred Amount”), as described more fully in Section 3.4;

(ii)	The designated payment event for such Deferred Amount, as described more fully in Section 3.5;

(iii)

The form in which the Deferred Amount is elected to be paid, as described more fully in Section 3.6; and

(iv)	The manner in which the Deferred Amount shall be deemed to be invested, as described in Section 4.4.

Section 3.4 Deferred Amount .

(a)

The Deferral Election Agreement of an eligible Team Member for a Plan Year shall designate the amount of each form of the Eligible Compensation for the Plan Year that the Team Member elects to have deferred under the Plan (the “Deferred Amount”). An eligible Team Member shall make a separate deferral election for each form of the Team Member’s Eligible Compensation (i.e., Base Salary, Quarterly Bonus and Roll-up Performance Bonus) for the Plan Year. The maximum or minimum amount of deferral that may be elected by a Team Member for a Plan Year with respect to each form of Eligible Compensation shall be established by the Plan Administration Committee.

(b)

The aspect of a Deferral Election Agreement regarding the elected Deferred Amount shall not apply to any pay period for which the amount of the Eligible Compensation remaining to be paid to the Team Member (but for the deferral election), after making any other deductions or withholdings of income, would be less than the Deferred Amount prescribed in the Deferral Election Agreement

(c)

Notwithstanding an eligible Team Member’s election to the contrary, if the Team Member is eligible to make elective deferrals under a Code Section 401(k) plan maintained by an Employer for any period for which the Team Member is eligible to participate in the Plan, the Team Member’s deferral election with respect to the Plan for a Plan Year, or for any period during a Plan Year, shall not apply unless and until the Team Member has made the maximum elective deferrals to the Section 401(k) plan permitted by Code Section 402(g), or has made the maximum elective deferrals for a period permitted under the terms of the Section 401(k) plan.

Section 3.5 Designated Payment Event . A Team Member’s Deferral Election Agreement must designate the event that will give rise to the payment of the Deferred Amount. The period of the deferral through the date of the event giving rise to the payment of the Deferred Amount is sometimes referred to herein as the “Deferral Period.” Subject to the terms of the Plan, including Section 5.6 (regarding the restriction on distributions to Specified Employees), a Team Member may elect to have the Deferred Amount pertaining to services performed in any Plan Year become payable upon (i.e., to be deferred until) either of the following alternative events:

(a)	The Team Member’s Retirement or other Separation from Service; or

(b)

The expiration of a stated number of full calendar years, not less than two, following the Plan Year to which the deferred compensation pertains (i.e., as of a “Specified Time”). For example, a Team Member may elect to have a Deferral Account pertaining to Year 1 compensation be deferred for the period ending on December 31 of Year 3, or until the last day of any subsequent calendar year.

Notwithstanding the terms of a Deferral Election Agreement, a Participant’s Retirement shall be a designated payment event with respect to each of the Participant’s Deferral Accounts. Accordingly, if such Retirement occurs prior to the occurrence of the Specified Time designated in any Deferral Election Agreement for any Deferral Account, then the Retirement shall supplant the Specified Time election with respect to that Deferral Account.

Section 3.6 Form of Payment .

(a)	A Participant’s Deferral Election Agreement shall designate the form in which the Deferred Amount will be paid if such payments arise by reason of a designated payment event prescribed in Section 3.5 above. The permissive forms of payment are:

(i)	A lump sum; or

(ii)	Substantially equal annual installments over a period (as the Participant shall designate) of not less than two years and not more than 10 years.

(b)

If the distribution of a Participant’s Deferral Account is to be made in annual installments, then the annual cash payments to be made from the Participant’s Deferral Account shall be determined by reference to a fraction, the numerator of which is one and the denominator of which is the number of remaining installments (including the installment being paid). Each installment shall be deemed to be made on a pro rata basis from each

of the different deemed investments of the Deferral Account (if there is more than one such deemed investment).

Section 3.7 Deferral Election Deadline .

(a)

A Deferral Election pertaining to any Base Salary or Quarterly Bonuses that may otherwise become payable to a Participant for services performed during a Plan Year, including in regard to the fourth quarter Quarterly Bonus for a Plan Year that will be paid after the end of that Plan Year, must be submitted on or before December 31 of the Plan Year immediately preceding the Plan Year for which it is effective (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee.

(b)

A Deferral Election pertaining to any Roll-up Performance Bonus that may otherwise become payable to a Participant for services performed during a Plan Year must be submitted on or before December 31 of the Plan Year immediately preceding the Plan Year performance period for which it is effective (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee. Notwithstanding the foregoing, the Compensation Committee in its discretion may permit Participants to submit the Deferral Election for the Roll-up Performance Bonus pertaining to any Plan Year on or before June 30 falling within the applicable Plan Year (a “Statutory Deadline”), or as of such earlier submission date established by the Plan Administration Committee, subject to the following conditions:

(i)	The Participant must have performed services for the Employer continuously during the period beginning on the later of the beginning of the performance period or the date the applicable performance criteria are established, and ending on the date the election is made; and

(ii)	The election is made before the amount of the Roll-up Performance Bonus becomes readily ascertainable.

Section 3.8 Election for First Year of Eligibility . Notwithstanding Section 3.7 above, the provisions of this Section 3.8 shall apply with respect to a Team Member who becomes eligible to participate in the Plan after the first day of a Plan Year.

(a)	The timing of the eligible Team Member’s initial Deferral Election shall be governed by the rules prescribed below.

(i)

The initial Deferral Election must be made within 30 days after the date the individual becomes such an eligible Team Member. Except as provided in paragraph (ii) below, the eligible Team Member’s initial Deferral Election, or the decision to not make an initial Deferral Election, shall become irrevocable as of the expiration of such 30-day election period.

(ii)

Notwithstanding paragraph (i) above, an initial Deferral Election by an eligible Team Member with respect to a Quarterly Bonus or a Roll-up Performance Bonus that is affirmatively made and submitted under the Plan by the last day of the quarter or Plan Year preceding the quarter or Plan Year for which the Deferral

Election will first apply, and before the expiration of the otherwise applicable 30-day election period, shall become irrevocable as of the last day of such preceding quarter or Plan Year.

(iii)

In no event may the deadline for making an initial Deferral Election under this Plan with respect to any eligible Team Member for any Plan Year be subsequent to the deadline imposed on that Eligible Individual for making a Deferral Election for such Plan Year under any other Aggregated Plan.

(b)	A former Participant who has again become an eligible Team Member shall be treated as first becoming eligible to participate in the Plan, and thus shall be subject to the special election rules of this Section 3.8, under either of the following circumstances:

(i)	The former Participant has been paid all amounts deferred under the Plan and all other Aggregated Plans, and the Participant ceased to be eligible to elect to continue to participate in the Plan or an Aggregated Plan on or before the date of the last such payment; or

(ii)	The former Participant was not eligible to participate in the Plan or an Aggregated Plan during the 24-month period ending on the date of again becoming eligible to participate in the Plan or an Aggregated Plan.

(c)	The compensation to which such initial Deferral Election will apply shall be determined in accordance with the rules set forth below.

(i)	The eligible Team Member’s initial Deferral Election shall apply only to the Eligible Compensation otherwise payable for services performed by the eligible Team Member subsequent to the date the Deferral Election has become irrevocable pursuant to subsection (a) above.

(ii)

For purposes of paragraph (i) above, as with respect to a Deferral Election by an eligible Team Member pertaining to a Quarterly or Roll-up Performance Bonus, if the initial Deferral Election is made after the beginning of the applicable bonus performance period, the Deferral Election shall apply to the total amount of Eligible Compensation for the applicable performance period multiplied by a fraction, the numerator of which is the number of days remaining in the performance period after the election has become irrevocable, and the denominator of which is the total number of days in the performance period.

(iii)

The formula prescribed in paragraph (ii) above shall also apply in regard to a Deferral Election pertaining to the deferral of the eligible Team Member’s Base Salary, unless the amount of the individual’s Eligible Compensation for the portion of a period prior to the date of the irrevocability of the Deferral Election (i.e., the amount of the Eligible Compensation that is not eligible to be deferred under the Plan) can be readily ascertained.

Section 3.9 Irrevocability of Election .

(a)

Once the applicable Statutory Deadline to make a Deferral Election for any form of Eligible Compensation with respect to any Plan Year has passed, as prescribed in Section 3.7, or once the deadline for making an initial Deferral Election pursuant to Section 3.8 above has expired, the Deferral Election shall generally become irrevocable. The consequences of such include the following:

(i)	The amount of the Eligible Compensation that the Participant elected to defer for the Plan Year, or the election not to defer any amount, cannot be canceled or modified;

(ii)	The form of payment for the Deferral Account to which the Deferred Election applies cannot be modified; and

(iii)

The designated date of payment for the Deferral Account to which the Deferred Election applies cannot be modified, except as provided in Section 5.8.

(b)

Notwithstanding subsection (a) above, an eligible Team Member who receives a hardship withdrawal from a Section 401(k) plan maintained by the Company or another Affiliated Company, and who is thereupon suspended from making elective deferrals under all qualified and non-qualified plans of the Affiliated Companies pursuant to IRS Regulation § 1.401(k)-1(d)(3) and the terms of the 401(k) plan, shall have his or her Deferral Election under this Plan thereupon canceled on a prospective basis. Such Deferral Election cancellation rule shall be subject to the following:

(i)	An eligible Team Member’s Deferral Election shall not be canceled upon the hardship withdrawal if the 401(k) plan does not require the suspension of elective deferrals; and

(ii)

An eligible Team Member whose Deferral Election is canceled pursuant to the above, and who thereafter becomes eligible to resume making deferrals under this Plan, shall nevertheless remain subject to the general election deadline rules prescribed under this Section 3.9. Accordingly, the eligible Team Member shall not be permitted to resume making elective deferrals under this Plan for any period prior to the first day of the Plan Year following the expiration of the elective deferral suspension period under the applicable 401(k) plan.

(c)

Section 3.10 Evergreen Elections .

(a)

Prior to each Deferral Election Agreement submission deadline, each eligible Team Member shall be provided information regarding the eligible Team Member’s deferral rights under the Plan for the following Plan Year or other applicable period. The eligible Team Member shall then be permitted to affirmatively elect or decline to enter into a Deferral Election Agreement for the applicable period. In the event that an eligible Team Member fails to timely submit a Deferral Election Agreement, or fails to affirmatively decline to enter into a Deferral Election Agreement, for any period, then the Eligible Individual shall be deemed to have made the same Deferral Election (or election declination) as had most recently been made for the form of Eligible Compensation at issue.

(b)

Subject to Section 3.9(b) above (regarding the cancellation of a Deferred Election upon a 401(k) plan hardship withdrawal), a deemed election shall become irrevocable as of the applicable Statutory Deadline (as prescribed in Section 3.7). For example, an eligible Team Member who fails to make or affirmatively decline a Deferral Election Agreement in regard to Base Salary payable for Year 2 will be deemed to have made the same Base Salary Deferral Election, or election declination, as in effect for Year 1. An eligible Team Member who is first eligible to make a Deferral Election for any form of Eligible Compensation, but fails to timely make such election, shall be deemed to have declined such Deferral Election. Subject to subsection (c) below, this deemed evergreen election shall apply to all aspects of an eligible Team Member’s Deferral Election, including in regard to the designated Deferral Period.

(c)	The Deferral Period applicable to a evergreen election deemed to be made under this Section 3.10 with respect to any form of Eligible Compensation shall be determined as prescribed below.

(i)	If the most recent Deferral Election for the form of Eligible Compensation at issue designated a Deferral Period extending to the eligible Team Member’s Retirement or other Separation from Service, then that same designation shall apply to the deemed evergreen election.

(ii)

If the most recent Deferral Election for the form of Eligible Compensation designated a deferral of payment for a Specified Time, then that Specified Time shall be deemed to have also been elected; provided, however, if that Specified Time is not the end of at least two full calendar years following the beginning of the Plan Year to which the deemed evergreen election applies, then the Deferral Period for a Deferred Amount that is the subject of the deemed election shall be the end of such second future calendar year.

Section 3.11 Non-Elective Employer Deferrals .

(a)	An Employer may, at any time and in its complete discretion, make Matching Contributions or other non-elective employer deferrals on behalf of any eligible Team Member for any Plan Year.

(b)	Any non-elective employer deferrals made by an Employer with respect to an eligible Team Member shall be maintained in a separate Deferral Account established on the Team Member’s behalf.

(c)

Except as otherwise prescribed under the Plan, a Team Member’s Deferral Account pertaining to non-elective employer deferrals for any Plan Year shall become payable at such time, and in such form, as prescribed in the Deferral Election Agreement made (or deemed to have been made) by the Team Member with respect to the Team Member’s Base Salary for the Plan Year at issue; provided, however, that the specified payment date for such Deferral Account shall not precede the last day of the Plan Year as of which such Deferral Account has become vested pursuant to Section 4.3(b) below.

(d)	Non-elective employer deferrals pertaining to any Plan Year shall be invested pursuant to the same Hypothetical Investment Benchmarks and in the same proportion as prescribed in the deferrals of the Team Member’s Base Salary for such Plan Year.

ARTICLE IV

MAINTENANCE AND INVESTMENT OF ACCOUNTS

Section 4.1 Maintenance of Deferral Accounts . Separate Deferral Accounts shall be maintained for each Participant. More than one Deferral Account may be maintained for a Participant as necessary to reflect various Hypothetical Investment Benchmarks, or separate Deferral Election Agreements specifying different Deferral Periods and/or forms of payment. A Participant’s Deferral Accounts shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind. The Plan Administration Committee shall determine the balance of each Deferral Account, as of each Valuation Date, by adjusting the balance of such Deferral Account as of the immediately preceding Valuation Date to reflect changes in the value of the deemed investments thereof, credits and debits pursuant to Section 4.2 and Section 4.4 and distributions pursuant to Article V with respect to such Deferral Account since the preceding Valuation Date.

Section 4.2 Crediting of Deferred Compensation . The Deferred Amount of a Participant with respect to each Plan Year of participation in the Plan shall be credited to the Participant’s Deferral Account as and when such Deferred Amount would otherwise have been paid to the Participant. To the extent that an Employer is required to withhold any taxes or other amounts from the Deferred Amount pursuant to any state, Federal or local law, such amounts shall be taken out of other compensation eligible to be paid to the Participant that is not deferred under this Plan.

Section 4.3 Vesting .

(a)	Except as provided in subsection (b) below, a Participant shall be 100% vested in the balance of each of his or her Deferral Accounts at all times.

(b)	A Participant shall become vested in a Deferral Account pertaining to Matching Contributions or other non-elective employer contributions made for any Plan Year (a “Matching Contribution Deferral Account”) as of the earliest to occur of the following:

(i)	The passage of two Plan Years following the Plan Year to which such non-elective employer contributions pertain during each of which the Participant completes at least 1,000 hours of service;

(ii)	The date as of which the Participant, while employed by an Employer or other Affiliated Company, dies or becomes Disabled; and

(iii)

The date as of which the Participant Retires.

Notwithstanding the foregoing, the Company, in its sole discretion, may waive or reduce the foregoing vesting standard for the Matching Contribution Deferral Account of any Participant.

(c)

Amounts held in a Matching Contribution Deferral Account of a Participant who terminates employment prior to becoming vested such account as prescribed in subsection (b) above shall be forfeited and used to pay the administrative expenses of the Plan.

Section 4.4 Hypothetical Investment Benchmarks . Each Participant shall be entitled to direct the manner in which his/her Deferral Accounts will be deemed to be invested, selecting among the Hypothetical Investment Benchmarks specified in Appendix A hereto, as amended from time to time, and in accordance with such rules, regulations and procedures as the Plan Administration Committee may establish from time to time. Notwithstanding anything to the contrary herein, earnings and losses based on a Participant’s investment elections shall begin to accrue as of the date the Participant’s Deferred Amounts are credited to his or her Deferral Accounts.

Section 4.5 Statement of Accounts . Each Participant shall be provided quarterly statements of his or her Deferral Accounts, in such form as the Plan Administration Committee deems desirable, setting forth the balance to the credit of such Participant in his or her Deferral Accounts as of the end of the most recently completed quarter.

ARTICLE V

DISTRIBUTIONS

Section 5.1 Eligibility for Distributions . Except as otherwise provided herein, a distribution from a Participant’s Deferral Account may be made only on account of one of the following events incurred by or with respect to the Participant:

(a)	The Participant’s Separation from Service. In this regard, a distribution by reason of a Participant’s Retirement shall be permitted only if the Retirement constitutes a Separation from Service;

(b)	The Participant becoming Disabled;

(c)	The Participant’s death;

(d)	A Specified Time, as prescribed under the Participant’s Deferral Election Agreement;

(e)	The occurrence of an Unforeseeable Emergency, as prescribed in Section 5.10; or

(f)	The termination of the Plan, or portion of the Plan, prescribed in Section 9.2.

Section 5.2 Retirement Distributions . Subject to Section 5.6 below, in either of the circumstances described below, upon a Participant’s Retirement, the value of the Participant’s Deferral Accounts shall be then distributed to the Participant in installments or in a lump sum as designated in the applicable Deferral Election Agreement.

(a)	The Participant had elected to receive payment of a Deferral Account upon Retirement; or

(b)	The Deferral Period elected by the Participant for that Deferral Account was a Specified Time, but the Participant Retires before the end of that Specified Time.

Section 5.3 Specified Time Distributions . Subject to Sections 5.6 and 5.8 below, if the Deferral Period elected by a Participant with respect to a Deferral Account is a Specified Time, and the Participant did not Retire before the end of that Specified Time, then upon the end of that Specified Time, the value of the Deferral Account at issue shall be distributed to the Participant in installments or in a lump sum as designated in the applicable Deferral Election Agreement.

Section 5.4 Other Payment Events . Notwithstanding the provisions of any Deferral Election Agreement, if prior to Retirement a Participant dies, becomes Disabled but remains employed, or incurs a Separation from Service, the entire balance of all of the Participant’s Deferral Accounts shall be distributed to the Participant or the Participant’s Beneficiary or Beneficiaries (as the case may be) in a lump sum payment.

Section 5.5 Designated Payment Date .

(a)	The designated date as of which the value of a Participant’s Deferral Account is to be distributed, or shall commence being distributed, shall be as prescribed below.

(i)

The designated payment date with respect to a Deferral Account to be distributed in a lump sum payment, including with respect to a lump sum payment made to a Participant’s Beneficiary upon the Participant’s death, shall be the first day following the date of the event giving rise to the lump sum payment (or, if later, the date as of which the final deferral with respect to the Deferral Election Agreement pertaining to the Deferral Account is withheld from the Participant’s paycheck).

(ii)	In the case of distributions to be made to a Participant in the form of installment payments, the designated payment dates shall be the first day of the month following the event that gives rise to the payment, and each annual anniversary of that initial designated payment date.

(iii)

The designated payment date with respect to a withdrawal due to an Unforeseeable Emergency pursuant to Section 5.9 below shall be the date as of which the withdrawal request is approved by the Plan Administration Committee.

(b)	For purposes of the administrative provisions of this Plan, a payment shall be treated as having been made upon the date specified under subsection (a) above if the payment is made:

(i)	On such date or a later date within the same calendar year; or

(ii)	If later, by the 15 th day of the third calendar month following the date so specified.

For purposes of administrative convenience, payment may be made to a Participant no earlier than 30 days before the designated payment date prescribed in subsection (a) above.

In no event shall a Participant be permitted, directly or indirectly, to designate the taxable year of the distribution.

(c)	The amount to be distributed to a Participant shall be determined on the basis of the value of the applicable Deferral Account as of the designated payment date with respect to the distribution at issue.

Section 5.6 Restriction on Distributions to Specified Employees .

(a)

Notwithstanding the provisions of Section 5.5 above, if a Participant is a Specified Employee as of the date of the Participant’s Retirement or other Separation from Service, then, by reason of such event, the amounts held in the Participant’s Deferral Accounts shall become payable as of the first day of the seventh month following the date of the

Participant’s Retirement or other Separation from Service (or, if earlier, as of the date of the Participant’s death).

(b)

(c)

Section 5.7 No Acceleration of Scheduled Distributions .

(a)	Except as otherwise provided in the Plan, the time or schedule of any distribution of any portion of a Participant’s Deferral Accounts shall not be permitted to be accelerated, either at the election of the Participant or at the discretion of the Compensation Committee.

(b)	Notwithstanding the foregoing, distributions may be made to or on behalf of a Participant prior to the otherwise applicable designated payment date in the following situations:

(i)	As may be necessary to comply with a certificate of divestiture (as defined in Code Section 1043(b)(2));

(ii)	To pay FICA taxes on amounts deferred under the Plan, or income taxes on additional charges arising from the Employer’s payment of FICA taxes or for amounts attributable to the pyramiding of wages and taxes; or

(iii)

Section 5.8 Extension of Specified Time Deferral Period . Section 3.5(b) of the Plan permits a Participant to select a Deferral Period of a stated period of calendar years (i.e., a “Specified Time Deferral Period”). In this connection, a Participant shall be permitted to extend a Specified Time Deferral Period with respect to a Deferral Account, subject to the conditions set forth below.

(a)	An election to extend the Specified Time Deferral Period with respect to any Deferral Account must be submitted to the Plan Administration Committee in accordance with its established procedures.

(b)	Any such election shall not take effect under the Plan until 12 months after the date on which the election is submitted to the Plan Administration Committee.

(c)	An election to extend a Specified Time Deferral Period must provide for the lengthening of the Specified Time Deferral Period for a period of not less than an additional five years.

(d)	Any election to extend a Specified Time Deferral Period must be made at least 12 months prior to the designated payment date (as prescribed in Section 5.5(a)) for the first scheduled payment from the applicable Deferral Account.

(e)	For purposes of this Section 5.8:

(i)	The entitlement to installment payments shall be treated as the entitlement to a single payment; and

(ii)	The applicable designated payment date otherwise applicable to a Specified Time Deferral Period shall be determined without regard to the restrictions on distributions to Specified Employees prescribed in Section 5.6.

(a)

(b)

A payment to a Participant will be delayed where the Compensation Committee reasonably anticipates that the making of the payment will violate a term of a loan agreement , or other similar contract, to which the Company or any other Affiliated Company is a party, and such violation will cause material harm to the Company or other Affiliated Company; provided, however, that in such event, the payment shall be made at the earliest date at which the Compensation Committee reasonably anticipates that the making of the payment will not cause such violation, or such violation will not cause material harm to the Company or other Affiliated Company.

(c)

(d)	A payment to a Participant will be delayed upon such other events and conditions as may be prescribed in generally applicable guidance issued by the Internal Revenue Service.

Section 5.10 Cash Payments . All distributions under the Plan shall be paid in cash.

Section 5.11 Unforeseeable Emergency Withdrawals . A Participant who incurs an Unforeseeable Emergency (as defined below) may submit a request to the Plan Administration Committee for a withdrawal equal to that portion (or all) of the Participant’s Deferral Accounts as is then needed to alleviate the financial hardship resulting therefrom. Such withdrawals shall be subject to the following provisions of this Section 5.11.

(a)	For purposes of this Section 5.11:

(i)

(ii)	A ”primary beneficiary” of a Participant is an individual who is named as a Beneficiary of the Participant under the Plan, and who has an unconditional right to all, or a portion of, the balance of the Participant’s Deferral Account upon the death of the Participant.

(b)	The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case. Examples of circumstances that may qualify as an Unforeseeable Emergency (provided that the other conditions of this Section 5.11 are satisfied) are:

(i)	The imminent foreclosure of, or eviction from, the Participant’s primary residence;

(ii)	The need to pay for medical expenses, including non-refundable deductibles or the cost of prescription drugs; and

(iii)

The need to pay for the funeral expenses of the spouse, or dependent or primary beneficiary of the Participant.

The purchase of a home and the payment of college tuition are not Unforeseeable Emergencies for purposes of this Plan.

(c)	A withdrawal shall not be permitted under this Section 5.11 to the extent that the hardship resulting from the Unforeseeable Emergency is, or may be, relieved:

(i)	Through the reimbursement or compensation by insurance or otherwise;

(ii)	By the liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or

(iii)

By the cessation of deferrals under the Plan.

(d)	The amount of any Unforeseeable Emergency withdrawal shall be limited to that which the Plan Administration Committee determines is reasonably necessary to alleviate the hardship resulting from the occurrence of the Unforeseeable Emergency (which may

include any amount necessary to pay any federal or state income taxes or penalties reasonably anticipated to result from the distribution). The determination of the amount reasonably necessary to satisfy the emergency need must take into account any additional compensation that is available to the Participant upon cancellation of the Participant’s deferral election due to the Unforeseeable Emergency withdrawal that is effected pursuant to Section 3.9(c). However, such determination is not required to take into account any additional Unforeseeable Emergency withdrawal that is available under another nonqualified deferred compensation plan, but which has not actually been paid from that other plan.

(e)

(f)	The Plan Administration Committee may establish a policy and procedures regarding the order in which Unforeseeable Emergency withdrawals are to be charged against the particular Deferral Accounts of a Participant.

Section 5.12 Withholding of Taxes . Notwithstanding any other provision of this Plan, the Employer shall withhold from payments made hereunder any amounts required to be so withheld by any applicable law or regulation.

ARTICLE VI

PAYMENTS UPON QUALIFIED CHANGE IN CONTROL EVENT

Section 6.1 Termination of Plan upon Change in Control . Notwithstanding any provision of the Plan to the contrary, upon the occurrence of a Qualified Change in Control Event involving the Company or other Relevant Employer (as defined in Section 6.6(a) below), the Board as constituted immediately prior to the event may in its discretion terminate the Plan, or the portion of the Plan pertaining to the Relevant Employer, and cause to be distributed to each affected Participant the entire balance of all of the Participant’s Deferral Accounts (including the balance of any non-vested Matching Contribution Accounts). The termination by such Board must occur within the 30 days preceding, or within the 12-month period following, the Qualified Change in Control Event. Such Plan termination distributions shall be permitted only if:

(a)	All substantially similar non-qualified deferred compensation programs maintained by the Company and all other Affiliated Companies are terminated upon such Qualified Change in Control Event; and

(b)	All compensation deferred and held under each such deferred compensation program is distributed to Participants within 12 months of the date of termination of the applicable program.

Section 6.2 Qualified Change in Control Event . For purposes of this Article VI, a “Qualified Change in Control Event” with respect to any Participant means any of the following events:

(a)	A Qualified change in the ownership of a corporation that is a Relevant Employer (as prescribed in Section 6.3);

(b)	A Qualified change in effective control of a corporation that is a Relevant Employer (as prescribed in Section 6.4); and

(c)	A Qualified Change in the ownership of a substantial portion of the assets of a corporation that is a Relevant Employer (as prescribed in Section 6.5).

Section 6.3 Change in the Ownership of a Corporation .

(a)

(b)	For purposes of this Section 6.3, an increase in the percentage of stock owned by any one person, or by persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock.

(c)	In all regards, for purposes of this Section 6.3, a change in the ownership of a corporation will be deemed to have occurred only when there is a transfer of stock of a corporation (or issuance of stock of a corporation), and stock in such corporation remains outstanding after the transaction.

Section 6.4 Change in the Effective Control of a Corporation .

(a)	For purposes of this Article VI, a change in the effective control of a corporation occurs on the date that either:

(i)	A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or

(ii)

(b)	A change in effective control of a corporation may also occur in any transaction in which either of the two corporations involved in the transaction incurs a change in control event described under Section 6.3 or 6.5.

Section 6.4 Change in the Ownership of Substantial Portion of Assets .

(a)

(b)	A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets, and such transfer shall thus not constitute a Qualified Change in Control Event, if the assets are transferred to:

(i)	A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)	An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the corporation;

(iii)

A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the corporation; or

(iv)	An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).

(c)

Section 6.6 Definitions and Operating Rules . The following definitions and operating rules shall apply for purposes of this Article VI.

(a)	Relevant Employer . To constitute a Qualified Change in Control Event as to the particular Participant, the event must relate to one of the following corporate employers:

(i)	The Company;

(ii)	A subsidiary corporate Employer for whom the Participant is performing services at the time of the Qualified Change in Control Event; or

(iii)

(b)

(c)	Ownership Attribution . The ownership attribution rules of Code Section 318(a) shall apply to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is

ARTICLE VI I

BENEFICIARY DESIGNATION

ARTICLE VIII

ADMINISTRATION OF PLAN

Section 8.1 Named Fiduciaries . The persons identified in this Section 8.1 are named as fiduciaries under this Plan and shall be the only named fiduciaries with respect to the Plan.

(a)

(i)	The design of the Plan, including the right to amend and to terminate the Plan; and

(ii)	Considering and reviewing all appeals of claims which have been denied.

(b)

(c)	A Plan Administration Committee shall have the responsibility and authority to control the operation and administration of the Plan in accordance with the terms of the Plan.

(i)

(ii)	The Plan Administration Committee may designate one of its members as a chairperson, and may retain and supervise outside providers, third party administrators, record keepers and professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder.

(d)

(e)

(i)	Construing and interpreting the terms of the Plan and of any documents pertaining to the Plan;

(ii)	Construing and interpreting all laws and regulations as applicable to any claims for benefits made under the Plan;

(iii)

Making any factual determinations, and applying such determinations to the terms of the Plan and issues arising under the Plan; and

(iv)	Otherwise deciding all questions regarding an individual’s benefit entitlements under the Plan, and the manner and timing of any payments to be made to or with respect to any individual under the Plan.

(f)

(g)

(h)

Any expense incurred by the Company, an Employer, the Compensation Committee or the Plan Administration Committee relative to the administration of this Plan shall be paid by the Company or other Affiliated Company and/or may be deducted from the Deferral Accounts of the Participants as determined by the Compensation Committee.

(i)

Section 8.2 Claim Procedure .

(a)

(b)

(c)

(i)	The specific reason or reasons for the denial;

(ii)	Reference to the specific Plan provisions upon which the denial is based;

(iii)

(iv)	A statement of the claimant’s right to file a civil lawsuit under ERISA.

(d)

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

Section 9.1 Amendment . The Board or the Compensation Committee may at any time amend this Plan in whole or in part, provided, however, that no amendment shall be effective to decrease the balance in, or otherwise alter the election made with respect to, any Deferral Account as accrued at the time of such amendment, nor shall any amendment otherwise have a retroactive effect. In addition, any amendment that has the effect of changing the time or form of payment under the Plan with respect to any Participant shall be subject to the provisions of Sections 5.7 and 5.8 (regarding the prohibition against the acceleration of payments and the restrictions on changes in the time or form of payments).

Section 9.2 Company’s Right to Terminate . The Board or the Compensation Committee may at any time terminate the Plan with respect to future Deferral Election Agreements. However, the Plan cannot otherwise be terminated, and Deferral Accounts thereupon distributed, except as provided below.

(a)	The Plan may be terminated and distributions thereupon made upon a Qualified Change in Control Event, as prescribed in Section 6.1.

(b)

(v)	The calendar year in which the Plan termination occurs;

(vi)	The calendar year in which the deferred amount is no longer subject to a substantial risk of forfeiture; or

(vii)

The first calendar year in which the termination distribution is administratively practicable.

(c)	The Plan may be terminated and distributions thereupon made if the conditions prescribed below are satisfied.

(i)	Each other “account balance” deferred compensation plan maintained by the Company and any other Affiliated Company that also covers any Participant in this Plan is concurrently terminated;

(ii)	No payments (other than payments that would be payable under the terms of the terminated programs if the terminations had not occurred) are made within 12 months of the termination of the programs;

(iii)

All payments are made within 24 months of the termination of the applicable programs; and

(iv)	During the three-year period following the termination of the Plan, neither the Company, nor any other Affiliated Company, adopts an account balance deferred compensation program covering any individual who was a Participant in the Plan upon its termination.

ARTICLE X

MISCELLANEOUS

Section 10.1 Unfunded Plan . This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated Team Members, within the meaning of Sections 201, 301 and 401 of ERISA. All payments pursuant to the Plan shall be made from the general funds of the Employers and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Employers as a result of participating in the Plan. Notwithstanding the foregoing, the Employers may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Employers’ creditors, to assist it in accumulating funds to pay its obligations under the Plan.

Section 10.2 Nonassignability .

(a)

(b)

Notwithstanding the foregoing, the balance of a Participant’s Deferral Accounts, or any portion thereof, shall be distributed in accordance with the terms of any domestic relations order which the Plan Administration Committee determines to be a qualified domestic relations order (QDRO) described in Section 414(p) of the Code.

Section 10.5 Employment Status . This Plan does not constitute a contract of employment or impose on the Participant or any Employer any obligation for the Participant to remain employed by the Employer or change the status of the Participant’s employment or the policies of the Employer and its affiliates regarding termination of employment.

Section 10.6 Underlying Incentive Plans and Programs . Nothing in this Plan shall prevent the Company or other Employer from modifying, amending or terminating the compensation or the incentive plans and programs pursuant to which cash awards are earned and which are deferred under this Plan.

Section 10.7 Funding and Financial Health Restrictions . In no event shall any amounts attributable to any Deferral Account be held in an offshore trust within the meaning of Code Section 409A(b)(1). In addition, the assets of any Affiliated Company shall not be restricted to the payment of benefits under the Plan upon a change in the Affiliated Company’s financial health within the meaning of Code Section 409A(b)(2).

* * *

Pursuant to the authority granted by the Compensation Committee of the Board of Directors of Advance Auto Parts, Inc. under its resolutions adopted on November ________, 2007, the undersigned hereby executes this Advance Auto Parts, Inc. Deferred Compensation Plan on behalf of Advance Auto Parts, Inc.

ADVANCE AUTO PARTS, INC.

By:

Its:

Dated: November , 2007

Appendix A

Delaware (State or other jurisdiction of incorporation or organization)	54-2049910 (I.R.S. Employer Identification No.)
5008 Airport Road Roanoke, Virginia (Address of Principal Executive Offices)	24012 (Zip Code)

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

TABLE OF CONTENTS
			Page

Part I.

	Item 1.	Business	2

	Item 1A.	Risk Factors	10

	Item 1B.	Unresolved Staff Comments	14

	Item 2.	Properties	15

	Item 3.	Legal Proceedings	16

	Item 4.	Reserved	16

Part II.

	Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17

	Item 6.	Selected Consolidated Financial Data	18

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 7A.	Quantitative and Qualitative Disclosures About Market Risks	36

	Item 8.	Financial Statements and Supplementary Data	36

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36

	Item 9A.	Controls and Procedures	37

	Item 9B.	Other Information	37

Part III.

	Item 10.	Directors, Executive Officers and Corporate Governance	38

	Item 11.	Executive Compensation	38

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	38

	Item 14.	Principal Accountant Fees and Services	38

Part IV.

	Item 15.	Exhibits, Financial Statement Schedules	39

	Number of		Number of		Number of
Location	Stores	Location	Stores	Location	Stores

Alabama	120	Maryland	77	Pennsylvania	173
Arkansas	28	Massachusetts	65	Puerto Rico	25
Colorado	49	Michigan	106	Rhode Island	10
Connecticut	39	Minnesota	14	South Carolina	128
Delaware	7	Mississippi	56	South Dakota	7
Florida	460	Missouri	43	Tennessee	138
Georgia	232	Nebraska	21	Texas	172
Illinois	96	New Hampshire	13	Vermont	8
Indiana	104	New Jersey	58	Virgin Islands	1
Iowa	27	New Mexico	1	Virginia	172
Kansas	25	New York	129	West Virginia	66
Kentucky	99	North Carolina	241	Wisconsin	49
Louisiana	61	Ohio	201	Wyoming	3
Maine	14	Oklahoma	31

	2010			2009			2008			2007			2006
Beginning Stores		3,264			3,243			3,153			2,995			2,810
New Stores (1)		110			75			109			175			190
Stores Closed		(5	)		(54	)		(19	)		(17	)		(5	)
Ending Stores (2)		3,369			3,264			3,243			3,153			2,995

Facility		Opening Date	Area Served	Size (Sq. ft.) (1)	Nature of Occupancy

Main Distribution Centers:
	Roanoke, Virginia	1988	Mid-Atlantic	433,681	Leased
	Lehigh, Pennsylvania	2005	Northeast	655,991	Owned
	Lakeland, Florida	1982	South, Offshore	552,796	Owned
	Gastonia, North Carolina	1969	North Carolina, South Carolina	634,472	Owned
	Gallman, Mississippi	1999	Southwest, Midwest	388,168	Owned
	Salina, Kansas	1971	West, Midwest	413,500	Owned
	Delaware, Ohio	1972	Midwest	480,100	Owned
	Thomson, Georgia	1999	Southeast	374,400	Owned

Master PDQ® Warehouse:
	Andersonville, Tennessee	1998	All	113,300	Leased

PDQ® Warehouses:
	Youngwood, Pennsylvania	1998	East	48,320	Leased
	Riverside, Missouri	1999	West	43,912	Leased
	Temple, Texas	1999	Southwest	61,343	Leased
	Altamonte Springs, Florida	1996	Central and Northeast Florida	10,000	Owned
	Jacksonville, Florida	1997	Southeastern Georgia	12,712	Owned
	Tampa, Florida	1997	West Central Florida	10,000	Owned
	Hialeah, Florida	1997	South Florida	12,500	Owned
	West Palm Beach, Florida	1998	Southeastern Florida, South	13,300	Leased
			Alabama and Southeastern Mississippi
	Mobile, Alabama	1998	Florida Panhandle	10,000	Owned
	Atlanta, Georgia	1999	Georgia	16,786	Leased
	Tallahassee, Florida	1999	Northwest Florida	10,000	Owned
	Fort Myers, Florida	1999	Southwest Florida	14,330	Owned
	Brooklyn Heights, Ohio	2008	Cleveland, Ohio	22,000	Leased
	Chicago, Illinois	2009	Mid-West	42,600	Leased
	Rochester, New York	2009	Northeast	40,000	Leased
	Leicester, Massachussetts	2009	Northeast	34,200	Leased
	Washington, DC	2009	East	33,124	Leased
	Houston, Texas	2009	Southwest	36,340	Leased
	Denver, Colorado	2009	West	25,400	Leased
	West Deptford, New Jersey	2009	East	33,029	Leased
	Indianapolis, Indiana	2010	Mid-West	37,850	Leased
	Durham, North Carolina	2010	East	41,652	Leased

Corporate/Administrative Offices:
	Roanoke, Virginia	2002	All	256,391	Leased
	Minneapolis, Minnesota	2008	All	51,674	Leased

AI Properties:
	Norton, Massachusetts	2006	AI corporate office	30,000	Leased
	Norton, Massachusetts	2006	Primarily Northeast and	317,500	Leased
			Mid-Atlantic

Years	AAP Stores	AI Stores	Total
2010-2011	21	7	28
2012-2016	223	72	295
2017-2021	634	68	702
2022-2031	745	47	792
2032-2041	925	-	925
2042-2069	125	-	125
	2,673	194	2,867

	High		Low
Fiscal Year Ended January 1, 2011
Fourth Quarter	$	69.51	$	58.28
Third Quarter	$	60.21	$	51.30
Second Quarter	$	53.21	$	42.19
First Quarter	$	46.34	$	38.38
Fiscal Year Ended January 2, 2010
Fourth Quarter	$	41.77	$	36.11
Third Quarter	$	47.41	$	37.31
Second Quarter	$	45.59	$	40.50
First Quarter	$	44.64	$	29.50

Period	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (2)(3)

October 10, 2010, to November 6, 2010		1	$	64.94		-	$	279,336
November 7, 2010, to December 4, 2010		1,398		66.44		1,375		187,938
December 5, 2010, to January 1, 2011		990		67.07		990		121,564

Total		2,389	$	66.70		2,365	$	121,564

Company / Index	Dec 31, 2005		Dec 30, 2006		Dec 29, 2007		Jan 3, 2009		Jan 2, 2010		Jan 1, 2011
Advance Auto Parts	$	100	$	82.36	$	88.96	$	80.11	$	95.56	$	156.86
S&P 500 Index		100		115.79		123.00		79.39		97.34		112.00
S&P 500 Specialty Retail Index		100		106.64		84.66		67.36		86.26		104.75

	Fiscal Year (1)

	2010			2009			2008			2007			2006
	(in thousands, except per share data, store data and ratios)

Statement of Operations Data:
Net sales	$	5,925,203		$	5,412,623		$	5,142,255		$	4,844,404		$	4,616,503
Cost of sales (2)		2,963,888			2,768,397			2,743,131			2,585,665			2,472,203
Gross profit		2,961,315			2,644,226			2,399,124			2,258,739			2,144,300
Selling, general and administrative expenses		2,376,382			2,189,841			1,984,197			1,842,310			1,740,950
Operating income		584,933			454,385			414,927			416,429			403,350
Interest expense		(26,861	)		(23,337	)		(33,729	)		(34,809	)		(35,992	)
Gain on extinguishment of debt		-			-			-			-			986
Other income (expense), net		(1,017	)		607			(506	)		1,014			1,571
Income before provision
for income taxes		557,055			431,655			380,692			382,634			369,915
Income tax expense		211,002			161,282			142,654			144,317			138,597
Net income		346,053			270,373			238,038			238,317			231,318

Per Share Data:
Net income per basic share	$	4.00		$	2.85		$	2.51		$	2.29		$	2.18
Net income per diluted share	$	3.95		$	2.83		$	2.49		$	2.28		$	2.16
Cash dividends declared per basic share	$	0.24		$	0.24		$	0.24		$	0.24		$	0.24
Weighted average basic shares outstanding		86,082			94,459			94,655			103,826			106,129
Weighted average diluted shares outstanding		87,155			95,113			95,205			104,637			107,124

Cash flows provided by (used in):
Operating activities	$	666,159		$	699,690		$	478,739		$	410,542		$	333,604
Investing activities		(199,350	)		(185,539	)		(181,609	)		(202,143	)		(258,642	)
Financing activities		(507,618	)		(451,491	)		(274,426	)		(204,873	)		(104,617	)

Balance Sheet and Other Financial Data:
Cash and cash equivalents	$	59,209		$	100,018		$	37,358		$	14,654		$	11,128
Inventory	$	1,863,870		$	1,631,867		$	1,623,088		$	1,529,469		$	1,463,340
Inventory turnover (3)		1.70			1.70			1.74			1.73			1.75
Inventory per store (4)	$	523		$	477		$	482		$	469		$	475
Accounts payable to inventory ratio (5)		71.0	%		61.2	%		57.2	%		55.1	%		53.2	%
Net working capital (6)	$	276,222		$	421,591		$	442,632		$	456,897		$	498,553
Capital expenditures	$	199,585		$	192,934		$	184,986		$	210,600		$	258,586
Total assets	$	3,354,217		$	3,072,963		$	2,964,065		$	2,805,566		$	2,682,681
Total debt	$	301,824		$	204,271		$	456,164		$	505,672		$	477,240
Total net debt (7)	$	252,171		$	113,781		$	439,394		$	521,018		$	500,318
Total stockholders' equity	$	1,039,374		$	1,282,365		$	1,075,166		$	1,023,795		$	1,030,854

Selected Store Data and Performance Measures:
Comparable store sales growth (8)		8.0	%		5.3	%		1.5	%		0.7	%		1.6	%
Number of stores at beginning of year		3,420			3,368			3,261			3,082			2,872
New stores		148			107			127			196			215
Closed stores		(5	)		(55	)		(20	)		(17	)		(5	)
Number of stores, end of period		3,563			3,420			3,368			3,261			3,082
Relocated stores		12			10			10			29			47
Stores with commercial delivery program, end of period		3,212			3,024			2,880			2,712			2,526
Total commercial sales, as a percentage of total sales (in 000s)		34.2	%		32.0	%		29.5	%		26.6	%		25.0	%
Average net sales per store (in 000s) (9)	$	1,697		$	1,595		$	1,551		$	1,527		$	1,551
Operating income per store (in 000s) (10)	$	168		$	134		$	125		$	131		$	135
Gross margin return on inventory (11)	$	5.05		$	3.98		$	3.47		$	3.29		$	3.29
Total store square footage, end of period (in 000s)		25,950			24,973			24,711			23,982			22,753

AAP
	Fiscal Year
	2010			2009			2008
Number of stores at beginning of year		3,264			3,243			3,153
New stores		110			75			109
Closed stores		(5	)		(54	)		(19	)
Number of stores, end of period		3,369			3,264			3,243
Relocated stores		9			6			10
Stores with commercial delivery programs		3,018			2,868			2,755

AI
	Fiscal Year
		2010			2009			2008
Number of stores at beginning of year		156			125			108
New stores		38			32			18
Closed stores		-			(1	)		(1	)
Number of stores, end of period		194			156			125
Relocated stores		3			4			-
Stores with commercial delivery programs		194			156			125

	Fiscal Year Ended
	January 1,			January 2,			January 3,
	2011			2010			2009

Net sales		100.0	%		100.0	%		100.0	%
Cost of sales		50.0			51.1			53.3
Gross profit		50.0			48.9			46.7
Selling, general and administrative expenses		40.1			40.5			38.6
Operating income		9.9			8.4			8.1
Interest expense		(0.5	)		(0.4	)		(0.7	)
Other income, net		(0.0	)		0.0			(0.0	)
Income tax expense		3.6			3.0			2.8
Net income		5.8			5.0			4.6

	16-Weeks		12-Weeks		12-Weeks		12-Weeks		16-Weeks		12-Weeks		12-Weeks		12-Weeks
	Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended
	4/25/2009		7/18/2009		10/10/2009		1/2/2010		4/24/2010		7/17/2010		10/9/2010		1/1/2011
Net sales	$	1,683,636	$	1,322,844	$	1,262,576	$	1,143,567	$	1,830,606	$	1,417,956	$	1,406,511	$	1,270,130
Gross profit		821,988		652,650		621,459		548,129		910,777		715,268		707,785		627,485
Net income		93,585		80,330		61,979		34,479		109,431		100,911		87,598		48,113

Net income per share:
Basic	$	0.99	$	0.84	$	0.65	$	0.37	$	1.20	$	1.18	$	1.04	$	0.58
Diluted	$	0.98	$	0.83	$	0.65	$	0.36	$	1.19	$	1.16	$	1.03	$	0.57

			Payments Due by Period
			Less than						More Than
Contractual Obligations	Total		1 Year		1 - 3 Years		3 - 5 Years		5 Years
	(in thousands)
Long-term debt (1)	$	301,824	$	973	$	1,502	$	525	$	298,824
Interest payments (2)		182,028		26,689		34,577		34,512		86,250
Operating leases (3)		2,089,874		297,315		505,253		399,598		887,708
Other long-term liabilities (4)		165,943		-		-		-		-
	$	2,739,669	$	324,977	$	541,332	$	434,635	$	1,272,782

																	Fair
	Fiscal			Fiscal		Fiscal		Fiscal		Fiscal							Market
	2011			2012		2013		2014		2015		Thereafter		Total			Liability
	(dollars in thousands)

Interest rate swap:

Variable to fixed (1)	$	275,000		$	-	$	-	$	-		-		-		275,000		$	9,321
Weighted average pay rate		4.4	%		-		-		-		-		-		4.4	%		-
Weighted average receive rate		-			-		-		-		-		-		-			-


	(a) (1) Financial Statements

	Audited Consolidated Financial Statements of Advance Auto Parts, Inc. and Subsidiaries for the years ended January 1, 2011, January 2, 2010 and January 3, 2009:
	Management’s Report on Internal Control over Financial Reporting		F-1
	Reports of Independent Registered Public Accounting Firm		F-2
	Consolidated Balance Sheets		F-4
	Consolidated Statements of Operations		F-5
	Consolidated Statements of Changes in Stockholders’ Equity		F-6
	Consolidated Statements of Cash Flows		F-7
	Notes to the Consolidated Financial Statements		F-9

	(2) Financial Statement Schedules

	Report of Independent Registered Public Accounting Firm		F-42
	Schedule I - Condensed Financial Information of the Registrant		F-43
	Schedule II - Valuation and Qualifying Accounts		F-49

	(3) Exhibits

	The Exhibit Index following the signatures for this report is incorporated herein by reference.

/s/ Darren R. Jackson		/s/ Michael A. Norona
Darren R. Jackson		Michael A. Norona
Chief Executive Officer and Director		Executive Vice President and Chief Financial Officer

	January 1,			January 2,
Assets	2011			2010

Current assets:
Cash and cash equivalents	$	59,209		$	100,018
Receivables, net		124,227			92,560
Inventories, net		1,863,870			1,631,867
Other current assets		76,965			63,173
Total current assets		2,124,271			1,887,618
Property and equipment, net of accumulated depreciation of
$927,564 and $914,045		1,143,170			1,100,338
Assets held for sale		1,472			1,492
Goodwill		34,387			34,387
Intangible assets, net		25,360			26,419
Other assets, net		25,557			22,709
	$	3,354,217		$	3,072,963
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt	$	973		$	1,344
Financed vendor accounts payable		31,648			32,092
Accounts payable		1,292,113			966,274
Accrued expenses		404,086			393,060
Other current liabilities		119,229			73,257
Total current liabilities		1,848,049			1,466,027
Long-term debt		300,851			202,927
Other long-term liabilities		165,943			121,644
Commitments and contingencies
Stockholders' equity:
Preferred stock, nonvoting, $0.0001 par value,
10,000 shares authorized; no shares issued or outstanding		-			-
Common stock, voting, $0.0001 par value, 200,000 shares authorized;
105,682 shares issued and 81,956 outstanding at January 1, 2011
and 104,251 shares issued and 93,623 outstanding at January 2, 2010		11			10
Additional paid-in capital		456,645			392,962
Treasury stock, at cost, 23,726 and 10,628 shares		(1,028,612	)		(391,176	)
Accumulated other comprehensive loss		(1,597	)		(6,699	)
Retained earnings		1,612,927			1,287,268
Total stockholders' equity		1,039,374			1,282,365
	$	3,354,217		$	3,072,963

	Fiscal Years
	2010			2009			2008
	(52 weeks)			(52 weeks)			(53 weeks)

Net sales	$	5,925,203		$	5,412,623		$	5,142,255
Cost of sales, including purchasing and warehousing costs		2,963,888			2,768,397			2,743,131
Gross profit		2,961,315			2,644,226			2,399,124
Selling, general and administrative expenses		2,376,382			2,189,841			1,984,197
Operating income		584,933			454,385			414,927
Other, net:
Interest expense		(26,861	)		(23,337	)		(33,729	)
Other (expense) income, net		(1,017	)		607			(506	)
Total other, net		(27,878	)		(22,730	)		(34,235	)
Income before provision for income taxes		557,055			431,655			380,692
Provision for income taxes		211,002			161,282			142,654
Net income	$	346,053		$	270,373		$	238,038

Basic earnings per share	$	4.00		$	2.85		$	2.51

Diluted earnings per share	$	3.95		$	2.83		$	2.49

Average common shares outstanding		86,082			94,459			94,655

Average common shares outstanding - assuming dilution		87,155			95,113			95,205

	Preferred Stock				Common Stock				Additional Paid-in		Treasury Stock, at cost					Accumulated Other Comprehensive			Retained			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Income (Loss)			Earnings			Equity
Balance, December 29, 2007		-	$	-		101,072	$	10	$	274,659		2,012	$	(74,644	)	$	(701	)	$	824,471		$	1,023,795
Net income																				238,038			238,038
Changes in net unrecognized other postretirement benefit costs, net of $52 tax																	81						81
Unrealized loss on hedge arrangement, net of $5,605 tax																	(8,729	)					(8,729	)
Comprehensive income																							229,390
Issuance of shares upon the exercise of stock options						1,421				31,989													31,989
Tax benefit from share-based compensation										8,405													8,405
Issuance of restricted stock, net of forfeitures						427																	-
Amortization of restricted stock balance										4,661													4,661
Share-based compensation										13,046													13,046
Stock issued under employee stock purchase plan						80				2,801													2,801
Treasury stock purchased												6,136		(216,470	)								(216,470	)
Cash dividends																				(22,881	)		(22,881	)
Other										430													430
Balance, January 3, 2009		-	$	-		103,000	$	10	$	335,991		8,148	$	(291,114	)	$	(9,349	)	$	1,039,628		$	1,075,166
Net income																				270,373			270,373
Changes in net unrecognized other postretirement benefit costs, net of $246 tax																	(384	)					(384	)
Unrealized gain on hedge arrangement, net of $1,815 tax																	3,034						3,034
Comprehensive income																							273,023
Issuance of shares upon the exercise of stock options						1,090				32,723													32,723
Tax benefit from share-based compensation										1,887													1,887
Issuance of restricted stock, net of forfeitures						110																	-
Amortization of restricted stock balance										7,287													7,287
Share-based compensation										12,395													12,395
Stock issued under employee stock purchase plan						51				2,010													2,010
Treasury stock purchased												2,480		(100,062	)								(100,062	)
Cash dividends																				(22,733	)		(22,733	)
Other										669													669
Balance, January 2, 2010		-	$	-		104,251	$	10	$	392,962		10,628	$	(391,176	)	$	(6,699	)	$	1,287,268		$	1,282,365
Net income																				346,053			346,053
Changes in net unrecognized other postretirement benefit costs, net of $282 tax																	(439	)					(439	)
Amortization of unrecognized losses on interest rate swaps, net of $3,137 tax																	5,541						5,541
Comprehensive income																							351,155
Issuance of shares upon the exercise of stock options						1,328		1		33,944													33,945
Tax benefit from share-based compensation										5,259													5,259
Issuance of restricted stock, net of forfeitures						62																	-
Amortization of restricted stock balance										9,514													9,514
Share-based compensation										12,797													12,797
Stock issued under employee stock purchase plan						41				2,091													2,091
Treasury stock purchased												13,098		(637,436	)								(637,436	)
Cash dividends																				(20,394	)		(20,394	)
Other										78													78
Balance, January 1, 2011		-	$	-		105,682	$	11	$	456,645		23,726	$	(1,028,612	)	$	(1,597	)	$	1,612,927		$	1,039,374

Cost of Sales			SG&A

●	Total cost of merchandise sold including:		●	Payroll and benefit costs for retail and corporate
	–	Freight expenses associated with moving		team members;
		merchandise inventories from our vendors to	●	Occupancy costs of retail and corporate facilities;
		our distribution center,	●	Depreciation related to retail and corporate assets;
	–	Vendor incentives, and	●	Advertising;
	–	Cash discounts on payments to vendors;	●	Costs associated with our commercial delivery
●	Inventory shrinkage;			program, including payroll and benefit costs,
●	Defective merchandise and warranty costs;			and transportation expenses associated with moving
●	Costs associated with operating our distribution			merchandise inventories from our retail stores to
	network, including payroll and benefit costs,			our customer locations;
	occupancy costs and depreciation; and		●	Self-insurance costs;
●	Freight and other handling costs associated with		●	Professional services;
	moving merchandise inventories through our		●	Other administrative costs, such as credit card
	supply chain			service fees, supplies, travel and lodging;
	–	From our distribution centers to our retail	●	Closed store expenses; and
		store locations, and	●	Impairment charges, if any.
	–	From certain of our larger stores which stock a
		wider variety and greater supply of inventory, or
		HUB stores, and Parts Delivered Quickly warehouses,
		or PDQ ® s, to our retail stores after the customer
		has special-ordered the merchandise.

	AAP Segment		AI Segment			Total

Balance at January 3, 2009	$	16,093	$	18,510		$	34,603
Fiscal 2009 activity		-		(216	)		(216	)
Balance at January 2, 2010		16,093		18,294			34,387
Fiscal 2010 activity		-		-			-
Balance at January 1, 2011	$	16,093	$	18,294		$	34,387

	Acquired intangible assets
	Subject to Amortization						Not Subject to Amortization
	Customer Relationships			Other			Trademark and Tradenames		Intangible Assets, net
Gross:
Gross carrying amount at January 3, 2009	$	9,800		$	885		$	20,550	$	31,235
Additions		-			-			-		-
Gross carrying amount at January 2, 2010		9,800			885			20,550		31,235
Additions		-			-			-		-
Gross carrying amount at January 1, 2011	$	9,800		$	885		$	20,550	$	31,235

Net:
Net carrying amount at January 3, 2009	$	6,566		$	451		$	20,550	$	27,567
Additions		-			-			-		-
2009 amortization		(1,023	)		(125	)		-		(1,148	)
Net carrying amount at January 2, 2010		5,543			326			20,550		26,419
Additions		-			-			-		-
2010 amortization		(965	)		(94	)		-		(1,059	)
Net carrying amount at January 1, 2011	$	4,578		$	232		$	20,550	$	25,360

	January 1, 2011			January 2, 2010
Revolving facility at variable interest rates
due October 2011	$	-		$	-
Term loan at variable interest rates
(1.31% at January 2, 2010)
repaid April 2011 (1)		-			200,000
5.75% Senior Unsecured Notes
(net of unamortized discount of
$1,176 at January 1, 2011) due May 1, 2020		298,824			-
Other		3,000			4,271
		301,824			204,271
Less: Current portion of long-term debt		(973	)		(1,344	)
Long-term debt, excluding current portion	$	300,851		$	202,927
(1) The original maturity of the Term loan was October 2011.

	Liability Derivatives
	Balance Sheet Location	Fair Value as of January 1, 2011		Fair Value as of January 2, 2010
Derivatives designated as hedging
instruments:
Interest rate swaps	Accrued expenses	$	9,321	$	10,700
Interest rate swaps	Other long-term liabilities		-		6,644
		$	9,321	$	17,344

Interest rate swaps	Amount of Gain or (Loss) Recognized in OCI on Derivative, net of tax (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income, net of tax (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative, net of tax (Ineffective Portion and Amount Excluded from Effectiveness Testing)

2010	$	597		Interest expense	$	(7,179	)	Other income (expense), net	$	(1,174	)

2009	$	3,034		Interest expense	$	(6,618	)	Other income (expense), net	$	(130	)

2008	$	(8,729	)	Interest expense	$	(2,152	)	Interest expense	$	-

			Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3

	Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs

As of January 1, 2011
Interest rate swaps	$	9,321	$	-	$	9,321	$	-

As of January 2, 2010
Interest rate swaps	$	17,344	$	-	$	17,344	$	-

	Original Useful Lives	January 1, 2011			January 2, 2010
Land and land improvements	0 - 10 years	$	330,962		$	313,938
Buildings	30 years		376,268			363,992
Building and leasehold improvements	3 - 30 years		272,300			245,137
Furniture, fixtures and equipment	2 - 20 years		952,435			972,817
Vehicles	2 - 10 years		23,701			24,424
Construction in progress			103,605			82,837
Other			11,463			11,238
			2,070,734			2,014,383
Less - Accumulated depreciation			(927,564	)		(914,045	)
Property and equipment, net		$	1,143,170		$	1,100,338

	Current		Deferred			Total
2010-
Federal	$	151,639	$	34,553		$	186,192
State		18,860		5,950			24,810
	$	170,499	$	40,503		$	211,002
2009-
Federal	$	87,198	$	58,085		$	145,283
State		7,462		8,537			15,999
	$	94,660	$	66,622		$	161,282
2008-
Federal	$	128,952	$	(1,435	)	$	127,517
State		16,404		(1,267	)		15,137
	$	145,356	$	(2,702	)	$	142,654

	Lease Obligations			Severance and Other Exit			Total
For the fifty-two weeks ended January 2, 2010:

Closed Store Liabilities, January 3, 2009	$	5,067		$	-		$	5,067
Reserves established		20,739			777			21,516
Change in estimates		(365	)		-			(365	)
Reserves utilized		(5,070	)		(777	)		(5,847	)
Closed Store Liabilities, January 2, 2010	$	20,371		$	-		$	20,371

For the fifty-two weeks ended January 1, 2011:

Closed Store Liabilities, January 2, 2010	$	20,371		$	-		$	20,371
Reserves established		1,756			-			1,756
Change in estimates		(340	)		-			(340	)
Reserves utilized		(5,047	)		-			(5,047	)
Closed Store Liabilities, January 1, 2011	$	16,740		$	-		$	16,740

	2010			2009
Change in benefit obligation:
Benefit obligation at beginning of the year	$	7,112		$	7,750
Interest cost		336			456
Benefits paid		(621	)		(1,047	)
Actuarial loss (gain)		38			(47	)
Benefit obligation at end of the year		6,865			7,112
Change in plan assets:
Fair value of plan assets at beginning of the year		-			-
Employer contributions		621			1,047
Participant contributions		783			743
Benefits paid		(1,404	)		(1,790	)
Fair value of plan assets at end of year		-			-
Funded status of plan	$	(6,865	)	$	(7,112	)

	2010		2009

Postretirement benefit obligation		5.00%		6.25%
Net periodic postretirement benefit cost		4.50%		5.00%

Black-Scholes Option Valuation Assumptions (1)	2010			2009			2008

Risk-free interest rate (2)		0.9	%		1.6	%		2.5	%
Expected dividend yield		0.4	%		0.6	%		0.8	%
Expected stock price volatility (3)		36.3	%		39.2	%		32.3	%
Expected life of awards (in months) (4)		50			50			50

	Number of Awards			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value

Outstanding at January 2, 2010		5,276		$	35.20
Granted		430			65.08
Exercised		(1,934	)		34.81
Forfeited		(84	)		33.92
Outstanding at January 1, 2011		3,688		$	38.93		4.14	$	100,395

Vested and expected to vest		3,621		$	38.59		4.10	$	99,787

Outstanding and exercisable		2,319		$	35.79		3.32	$	70,393