Confirmation for Convertible Bond Hedging Trans. - Citibank and the Co.



 Exhibit 10.3 
 CONFIRMATION 
  

			
	Date:	  	August 12, 2008
		
	To:	  	RadioShack Corporation (“Counterparty”)
		
	Telefax No.:	  	(817) 415-2638
		
	Attention:	  	Raymond C. Vines, CPA, CTP
		  	Director - Treasury Operations
		
	From:	  	Citibank, N.A. (“Bank”)
		
	Telefax No.:	  	(212) 615-8985

 The purpose of this communication (this “Confirmation”) is to set forth the terms
and conditions of the above-referenced Transaction entered into on the Trade Date specified below between you and us. This Confirmation supplements, forms a part of, and is subject to the Master Terms and Conditions for Convertible Bond Hedging
Transactions dated as of August 12, 2008 and as amended from time to time (the “Master Confirmation”) between you and us. 
 1. The definitions and provisions contained in the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern. 
 2. The particular Transaction to which this Confirmation
relates is entered into as part of an integrated hedging transaction of the Convertible Notes pursuant to the provisions of Treasury Regulation Section 1.1275-6. 
 3. The particular Transaction to which this Confirmation relates shall have the following terms: 
  

			
	Trade Date:	  	August 12, 2008
		
	Effective Date:	  	August 13, 2008
		
	Premium:	  	USD44,850,000.00
		
	Premium Per Unit:	  	USD138.00
		
	Premium Payment Date:	  	August 18, 2008
		
	Convertible Notes:	  	2.50% Convertible Senior Notes of Counterparty due 2013, offered pursuant to an Offering Memorandum to be dated as of August 12, 2008 and issued pursuant to the Indenture.
		
	Number of Units:	  	The number of Convertible Notes in denominations of USD1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Notes.

  

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	Strike Price:	  	As of any date, an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Unit Entitlement.
		
	Applicable Percentage:	  	60%
		
	Number of Shares:	  	The product of the Number of Units, the Unit Entitlement and the Applicable Percentage.
		
	Expiration Date:	  	August 1, 2013
		
	Unit Entitlement:	  	As of any date, a number of Shares per Unit equal to the Conversion Rate (as defined in the Indenture, but without regard to any adjustments to the Conversion Rate pursuant to the Excluded
Provisions of the Indenture).
		
	Indenture:	  	Indenture to be dated as of August 18, 2008 by and between Counterparty and The Bank of New York Mellon Trust Company, N.A., as trustee, and the other parties thereto pursuant to which the
Convertible Notes are to be issued. For the avoidance of doubt, references herein to sections of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any
relevant sections of the Indenture are changed, added or renumbered following execution of this Confirmation but prior to the execution of the Indenture, the parties will amend this Confirmation in good faith to preserve the economic intent of the
parties.
		
	Purchase Agreement:	  	Purchase Agreement dated as of August 12, 2008 between Counterparty and Citigroup Global Markets Inc. and Banc of America Securities LLC, as representatives of the Initial Purchasers (as
defined in the Purchase Agreement).
		
	Net Share Provision:	  	Section 15.01(c) of the Indenture
		
	Rounding Provision:	  	Section 15.01(d) of the Indenture
		
	Make-whole Provision:	  	Section 15.03 of the Indenture
		
	Conversion Adjustment Provisions:	  	Sections 15.02(c) and 15.02(e) of the Indenture
		
	Excluded Provisions:	  	Sections 15.02(f), 15.02(g) and 15.03 of the Indenture
		
	Dilution Provision:	  	Sections 15.02(a), (b), (c), (d) and (e) of the Indenture
		
	Merger Provision:	  	The definition of Reorganization Event in Section 15.04(a) of the Indenture
		
	Early Unwind Date:	  	August 18, 2008 (or such later date as agreed by the parties hereto) or, with respect to any Additional Convertible Notes, the settlement date specified by the Initial Purchasers pursuant to
the Purchase Agreement.

  

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 Counterparty hereby agrees (a) to check this
Confirmation promptly upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular
Transaction to which this Confirmation relates, by manually signing this Confirmation and providing any other information requested herein or in the Master Confirmation and immediately returning an executed copy to Confirmation Unit via
212-615-8985. Hard copies should be returned to Citibank, N.A., 333 West 34th Street, 2nd
 Floor, New York, New York 10001, Attention: Confirmation Unit. 
  

			
	Yours sincerely,
	
	CITIBANK, N.A.
		
	By:	 	 /s/ Jason Shrednick

	Name:	 	Jason Shrednick
	Title:	 	Authorized Signatory


 Confirmed as of the 
 date first above written: 
  

			
	RADIOSHACK CORPORATION
		
	By:	 	 /s/ James Gooch

	Name:	 	James Gooch
	Title:	 	Chief Financial Officer