SECOND AMENDED AND RESTATED RADIOSHACK CORPORATION OFFICERS DEFERRED COMPENSATION PLAN

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

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

Section 1.1                       The purpose of this Plan is to enable RadioShack Corporation and its subsidiaries to secure and retain the services of outstanding key executive personnel by providing certain death and retirement benefits.

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

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

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

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

Section 2.5                        Leave of Absence.   Any period during which:

(a)           an Employee is absent with the prior consent of RadioShack, which consent shall be granted under uniform rules applied to all Employees on a nondiscriminatory basis, but only if such person (i) is an Employee immediately prior to the commencement of such period of authorized absence and resumes employment with

RadioShack not later than the first working day following the expiration of such period of authorized absence; or (ii) enters into a contract with RadioShack prior to the absence which provides a right for the Employee to return to work following a leave of absence, upon such terms and conditions as RadioShack may provide in its sole discretion.  For purposes of clarification, nothing in this Section 2.5(a) shall obligate or require RadioShack to enter into any contract with any Employee or other person.

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

Section 2.6                        Participant.   An Employee who has been selected and has accepted a Plan Agreement as provided in Article Three.

Section 2.7                        Plan Agreement.   The agreement between RadioShack and a Participant, entered into in accordance with Article Three, and in the form of attached Exhibit ”A” (as such form may be amended from time to time hereunder).

Section 2.8                        Plan Benefit Amount.   Plan Benefit Amount means the dollar amount set forth and so designated in a Participant’s Plan Agreement.

Section 2.9                        Retirement.   The following classifications of Retirement as referred to in this Plan are defined as follows:

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

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

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

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

Section 2.10                                  RadioShack.   RadioShack Corporation, a Delaware corporation, and those subsidiary corporations in which RadioShack owns at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote.

Section 2.11                                  RadioShack Subsidiary.   Any corporation in which RadioShack owns at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote.

Section 3.1                       The Committee, in its sole and exclusive discretion, shall select from among the key executive employees of RadioShack, candidates for participation in the Plan.  A candidate shall become a Participant only upon his execution of a Plan Agreement and a Beneficiary Designation Form.

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

Section 4.2                       If as a result of misrepresentations made by a Participant in any application for life insurance upon his life obtained by RadioShack hereunder, the insurance carrier or carriers or any reinsurance thereof successfully avoid(s) payment to RadioShack of the proceeds of its or their policy or policies, or such proceeds are not payable because the Participant’s death results from suicide within two (2) years of the issuance of such policy or within two (2) years of the issuance to RadioShack of additional policies obtained by RadioShack hereunder, then, in any of said events, notwithstanding any other provisions of the Plan or of the Plan Agreement with such Participant, RadioShack shall have no obligation to his Beneficiary to provide any of the death benefits otherwise payable under the terms thereof.

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

Section 4.4                       All benefits under the Plan or Plan Agreement represent an unsecured promise to pay by RadioShack Corporation.  The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of RadioShack Corporation resulting in the Participants having no greater rights than RadioShack Corporation’s general creditors; provided, however, nothing herein shall prevent or prohibit RadioShack Corporation from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan or Plan Agreement.

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

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

(b)            Early Retirement.   If a Participant retires at a time that constitutes an Early Retirement, then RadioShack agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of payment of Early Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit Amount, reduced by five percent (5%) per year for each year that Early Retirement precedes the date of Normal Retirement.  Such year shall be a fiscal year beginning on the date a Participant attains age fifty-five (55).  Any reduction for a part of a year shall be prorated on a daily basis assuming a 365-day year.  Such amount shall be paid as set forth in Section 5.3 hereof.

(c)            Late Retirement.   If a Participant retires at a date that constitutes Late Retirement, then RadioShack agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of payment of Late Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit Amount, reduced by a percentage determined as follows:

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

Section 5.2                       Subject to the terms and conditions of the Plan, upon the death of a Participant, but only if the Participant is an Employee of RadioShack at his death (except as set forth in Section 5.2(c) below) and is not being paid benefits pursuant to a Plan Agreement at such time, RadioShack agrees to pay to his Beneficiary from its general assets an amount equal to such Participant’s Plan Benefit Amount as reflected in Employee’s Plan Agreement or, as the case may be, in the last amendment to his Plan Agreement.  With respect to such benefits, however, it is further provided that:

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

(b)           if a Participant dies while an Employee of RadioShack after the date of his Normal Retirement, then the amount payable to his Beneficiary upon a Participant’s death shall be reduced as set forth in Section 5.1(c) hereof.

(c)           The death of a Participant within the first year after involuntary termination of employment with RadioShack as provided in Section 8.6 shall not defeat the right of such Participant’s Beneficiary to receive benefits under this Section 5.2 so long as an event described in Section 8.5(a), (b) or (c) occurs within one year of the date of termination of the Participant’s employment.

Section 5.3                       Except as provided in Section 8.5, the aggregate amount payable upon the Normal Retirement, Early Retirement, Late Retirement benefits due and payable under Section 8.5 or 8.6 hereof, or death of a Participant to a Participant or his Beneficiary shall be paid in one hundred twenty (120) equal monthly installments commencing on the first day of the month next following thirty (30) days after Retirement or after the Participant’s death, or at the time stated in Section 8.5 or 8.6 hereof.

Notwithstanding the foregoing, if a Participant is a “specified employee,” within the meaning of Code section 409A on the date of his or her Retirement, then payment pursuant to this Section 5.3 solely with respect to that portion of the Plan that is subject to Code section 409A, shall be made on the first business day of the seventh month following the date of the Participant’s Retirement (or, if earlier, the date of the Participant’s death) to the extent such delayed payment date is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code (the “Delayed Payment Date”).   On the Delayed Payment Date, all payments deferred pursuant to this Section 5.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid in a lump sum to the Participant, and any remaining payments due under the Plan shall be paid in accordance with the normal payment dates specified for them herein.

Section 5.4                       Until actually paid and delivered to the Participant or to the Beneficiary entitled to same, none of the benefits payable by RadioShack under any Plan Agreement shall be liable for the debts or liabilities of either the Participant or his Beneficiary, nor shall the same be subject to seizure by any creditor of the Participant or his Beneficiary under any writ or proceeding at law, in equity or in Bankruptcy.  Further, no Participant or Beneficiary shall have power to sell, assign, transfer, encumber, or in any manner anticipate or dispose of the benefits to which he is entitled or may become entitled under a Plan Agreement.

Section 5.5

(a)           During the period that Participant is receiving benefits under a Plan Agreement and for one (1) year after cessation of payment of benefits, Participant agrees that he will not, either directly or indirectly, within the United States of America or in any country of the world that RadioShack (or a RadioShack Subsidiary) or one of its dealers or franchisees sells Consumer Electronic Products (as hereinafter defined) at retail, own, manage, operate, join, control, be employed by, be a consultant to, be a partner in, be a creditor of,  engage in joint operations with, be a stockholder, officer or director of any corporation, sole proprietorship or business entity of any type, or participate in the ownership, management, direction, or control or in any other manner be connected with, any business selling Consumer Electronic Products at retail which is at the time of Participant’s engaging in such conduct competitive with such products sold by RadioShack at retail, except as a stockholder owning less than five percent (5%) of the shares of a corporation whose shares are traded on a stock exchange or in the over-the-counter market by a member of the National Association of Securities Dealers.  “Consumer Electronic Products” are those type of products sold at the retail level to the ultimate customer as are advertised by RadioShack in its most recently published annual catalogs and monthly flyers.  Manufacturing of Consumer Electronic Products and sale of Consumer Electronic Products at levels of distribution other than the retail level are not considered a violation of this covenant.

(b)           In the event that a Participant engages in any of the activities described in Section 5.5(a) RadioShack will give notice to the Participant specifying in detail the alleged violation of Section 5.5(a).  Participant will be allowed ninety (90) days to cure such default.  If the Committee feels there is continuing competition, then, without any further notice or opportunity to cure, and upon determination by the Board of Directors that such a Participant is engaged in such activities, such Board’s decision to be conclusive and binding upon all concerned, and notwithstanding any other provisions of the Plan or of the Plan Agreement with such Participant, RadioShack’s obligation to a Participant to pay any benefits hereunder shall automatically cease and terminate and RadioShack shall have no further obligation to such Participant or Beneficiary pursuant to the Plan or the Plan Agreement.  RadioShack may also enforce this provision by suit for damages which shall include but not be limited to all sums paid to Participant hereunder, or for injunction, or both.

Section 5.6                       RadioShack may liquidate out of the interest of a Participant hereunder, but only as Retirement or death benefits become due and payable hereunder, any outstanding loan or loans or other indebtedness of a Participant, provided that the entire amount of reduction in such benefit in any taxable year of RadioShack shall not exceed $5,000 and the reduction shall be made at the same time and in the same amount as the loan or other indebtedness otherwise would have been due and collected from the Participant.

Section 5.7                       Subject to termination or amendment of the Plan, Plan Agreement, or both, a and subject to the requirements of Code section 409A, Participant’s participation in the Plan shall continue during his Disability or his taking a Leave of Absence.  Subject to the requirements of Section 409A, a Participant who is Disabled or on Leave of Absence shall notify RadioShack of his date of Retirement by hand delivery or by certified or registered mail, return receipt requested, postage prepaid, of a written notice of Retirement specifying the effective date of Retirement, such written notice to be addressed to:  Insurance Committee of the Board of Directors, RadioShack Corporation, 300 RadioShack Circle, Fort Worth, Texas 76102.  Such notice shall be deemed to be received when actually received by said Insurance Committee at said address as may be changed from time to time in the Plan Agreements, as amended.

Section 5.8                       Notwithstanding the foregoing, the Committee, in its sole discretion, may accelerate or delay the payment of any benefits under the Plan under the circumstances, and to the extent required or permitted under Code section 409A.

Section 6.1                       The Committee may enter into amendments to the Plan Agreement with any Participant for the purpose of increasing the benefits payable to the Participant or his Beneficiary in view of increases in his compensation following the execution of such Plan Agreement or the last amendment thereto and for the purpose of