<PAGE>

                                                                   EXHIBIT 10.46

                            SHARE EXCHANGE AGREEMENT

          THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made as of
February 6, 2002 by and between Advance Auto Parts, Inc., a Delaware corporation
(the "Company"), and Sears, Roebuck and Co., a New York corporation ("Sears").


                                    RECITALS

          WHEREAS, Sears is the owner and record holder of 1,000 shares (the
"WAH Shares") of common stock, $.01 par value, of WA Holding Company, a Delaware
corporation ("WAH"), which shares constitute all of the issued and outstanding
shares of the capital stock of WAH;

          WHEREAS, WAH's primary asset is 11,474,606 shares of Common Stock (as
defined below);

          WHEREAS, Sears desires to remove WAH as a separate entity to eliminate
the administrative burdens attributable to WAH and to generate certain state tax
efficiencies;

          WHEREAS, the Company desires to facilitate the cooperation of Sears
with a possible initial public offering of the common stock, $.0001 par value,
of the Company ("Common Stock");

          WHEREAS, the Company desires to issue and transfer to Sears 11,474,606
shares (the "New Shares") of Common Stock in exchange for the simultaneous
conveyance, transfer and delivery by Sears to the Company of the WAH Shares;

          WHEREAS, as promptly as practicable thereafter, but in no event more
than one business day following the exchange described above, the Company shall
cause WAH to merge with and into the Company in a statutory merger meeting the
requirements of Delaware law, with the Company being the surviving corporation
(the "Statutory Merger");

          WHEREAS, immediately following the Statutory Merger, all outstanding
shares of Common Stock previously held by WAH, which shall be held by the
Company following the Statutory Merger, shall be cancelled by the Company (such
cancellation, collectively with the Statutory Merger, the "Merger Transaction");
and

          WHEREAS, the Company and Sears intend for the exchange of the New
Shares and the WAH Shares pursuant to this Agreement to qualify as a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code");

<PAGE>

                                    AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

                                    SECTION 1
              EXCHANGE OF SHARES; CLOSING; LIQUIDATION TRANSACTION

          1.1  Exchange of Shares. Subject to the terms and conditions hereof,
               ------------------
the Company agrees to issue and transfer the New Shares to Sears in exchange for
Sears' simultaneous conveyance, transfer and delivery of the WAH Shares to the
Company (the "Share Exchange").

          1.2  Closing Date. The closing of the Share Exchange hereunder (the
               ------------
"Closing") shall be held at 9:00 a.m. (local time), on February __, 2002, or at
such other time and place upon which the Company and Sears shall agree (the date
of the Closing is hereinafter referred to as the "Closing Date").

          1.3  Closing Conditions of the Company and Sears. The obligations of
               -------------------------------------------
each of Sears and the Company to consummate the transactions contemplated hereby
shall be subject to the fulfillment or satisfaction at or prior to the Closing
of each of the following conditions:

               (a) No Litigation. (i) No injunction or order shall have been
                   -------------
issued by any court or other Governmental Authority (as defined below) of
competent jurisdiction that would restrain or prohibit any of the transactions
contemplated by this Agreement or any of the Related Agreements (as defined
below) or that would impose damages as a result thereof and (ii) no action or
proceeding shall be pending before any court or other Governmental Authority of
competent jurisdiction in which any person seeks such a remedy.

               (b) New York Stock Exchange Action. The New York Stock Exchange
                   ------------------------------
(the "NYSE") shall have confirmed that no supplemental listing or other action
need be taken by the Company with regard to the issuance of the New Shares to
Sears.

               (c) Waiver of Shareholder Approval. The NYSE shall have confirmed
                   ------------------------------
that its shareholder approval requirements set forth in para. 312.03 of its
Listed Company Manual do not apply to the Share Exchange.

               (d) Amendment to Stockholders Agreement. Amendment No. 2 to
                   -----------------------------------
Amended and Restated Stockholders Agreement, in the form attached hereto as
Exhibit A (the "Amendment to Stockholders Agreement"), shall have been duly
executed and delivered by each of the parties thereto (other than Sears and WAH,
on the one hand, as such condition applies to Sears, and the Company, on the
other hand, as such condition applies to the Company).

                                       2

<PAGE>

               (e) Waiver Under Credit Agreement. The Company shall have
                   -----------------------------
received a waiver in form satisfactory to the Company waiving those provisions
of the Credit Agreement dated as of November 28, 2001 among Advance Stores
Company, Incorporated, the Company, the Lenders (as defined therein), J.P.
Morgan Securities Inc., Credit Suisse First Boston, Lehman Commercial Paper Inc.
and JPMorgan Chase Bank that are required to be waived to permit the
transactions contemplated hereunder.

               (f) Assumption Agreement. The Assumption and Release Agreement,
                   --------------------
in the form attached hereto as Exhibit B (the "Assumption Agreement"), shall
have been duly executed and delivered by the other parties thereto (other than
Sears and WAH, on the one hand, as such condition applies to Sears, and the
Company, Advance Stores Company, Incorporated and Western Auto Supply Company,
on the other hand, as such condition applies to the Company).

          1.4  Closing Conditions of the Company. The obligations of the Company
               ---------------------------------
to consummate the transactions contemplated hereby shall be subject to the
fulfillment or satisfaction at or prior to the Closing of each of the following
additional conditions:

               (a) Representations and Warranties. Each of the representations
                   ------------------------------
and warranties made by Sears in this Agreement and in the Assumption Agreement
that are not qualified by materiality shall be true and correct in all material
respects on and as of the Closing Date as though made on and as of the Closing
Date, and the representations and warranties made by Sears in this Agreement and
in the Assumption Agreement that are qualified by materiality shall be true and
correct on and as of the Closing Date as though made on and as of the Closing
Date.

               (b) Performance of Obligations by Sears. Sears shall have
                   -----------------------------------
performed and satisfied in all material respects the obligations required of it
by this Agreement and the Related Agreements prior to the Closing.

               (c) Delivery of WAH Shares. Sears shall have delivered to the
                   ----------------------
Company the certificate or certificates representing in the aggregate 1,000
shares of the common stock of WAH, which shares shall constitute all of the
issued and outstanding shares of capital stock of WAH, duly endorsed in blank
for transfer or accompanied by stock powers duly executed in blank.

               (d) Delivery of Advance Shares. Sears shall have delivered, or
                   --------------------------
caused to be delivered, to the Company the certificate or certificates
representing in the aggregate 11,474,606 shares of Common Stock, which shares
shall constitute all of the shares of Common Stock held by WAH.

                                       3

<PAGE>

               (e) Officer and Director Resignations. Sears shall have delivered
                   ---------------------------------
to the Company the written resignations of each officer and director of WAH,
which resignations shall be effective as of the Closing.

          1.5  Closing Conditions of Sears. The obligations of Sears to
               ---------------------------
consummate the transactions contemplated hereby shall be subject to the
fulfillment or satisfaction at or prior to the Closing of each of the following
additional conditions:

               (a) Representations and Warranties. Each of the representations
                   ------------------------------
and warranties made by the Company in this Agreement and in the Assumption
Agreement that are not qualified by materiality shall be true and correct in all
material respects on and as of the Closing Date as though made on and as of the
Closing Date, and the representations and warranties made by the Company in this
Agreement and in the Assumption Agreement that are qualified by materiality
shall be true and correct on and as of the Closing Date as though made on and as
of the Closing Date.

               (b) Performance of Obligations by the Company. The Company shall
                   -----------------------------------------
have performed and satisfied in all material respects the obligations required
of it by this Agreement and the Related Agreements prior to the Closing.

               (c) Delivery of the New Shares. The Company shall have delivered
                   --------------------------
to Sears a certificate or certificates, as requested by Sears before the
Closing, registered in Sears' name, representing in the aggregate 11,474,606
shares of Common Stock.

               (d) Tax Opinion. Skadden, Arps, Slate, Meagher & Flom (Illinois)
                   -----------
shall have delivered to Sears an opinion stating that the Share Exchange should
qualify as a tax-free reorganization under Section 368 of the Code.

          1.6  Merger Transaction. The Company covenants and agrees that (i) as
               ------------------
promptly as practicable, but in no event more than one business day after the
Closing, the Company shall effect the Merger Transaction, (ii) following the
Closing, WAH shall take no action and conduct no activities other than as
required to consummate the Merger Transaction in accordance with this Section
1.6 or as contemplated under this Agreement, (iii) the Company shall not take
any action or fail to take any action that will affect or alter the rights,
assets, liabilities, obligations or commitments of WAH, and the Company shall
not cause WAH to take any actions or fail to take any actions, other than as
required to consummate the Merger Transaction in accordance with this Section
1.6 or as contemplated under this Agreement and (iv) the Company shall complete
the Merger Transaction in a manner that is reasonably satisfactory to Sears.

                                    SECTION 2
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to Sears as follows:

                                       4

<PAGE>

          2.1 Organization and Good Standing. The Company is a corporation duly
              ------------------------------
incorporated, validly existing and in good standing under the laws of the State
of Delaware.

          2.2 Authorization; No Breach. The Company has full corporate power and
              ------------------------
authority to execute and deliver (i) this Agreement and (ii) the Amendment to
Stockholders Agreement and the Assumption Agreement (collectively, the "Related
Agreements") and to consummate the transactions contemplated on its part hereby
and thereby. The execution, delivery and performance of this Agreement and the
Related Agreements and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate action on the
part of the Company. No other action on the part of the Company or its
stockholders is necessary to authorize the execution and delivery by the Company
of this Agreement or the Related Agreements or the performance of its
obligations hereunder or thereunder. Each of this Agreement and the Related
Agreements has been duly executed and delivered by the Company and constitutes a
legal, valid and binding agreement thereof, enforceable against the Company in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws affecting creditors'
rights generally and subject to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

          2.3 Ownership of Shares. Upon issuance and delivery of the New Shares
              -------------------
to Sears pursuant to this Agreement and in exchange for Sears simultaneous
delivery of the WAH Shares, the New Shares will be (i) duly and validly issued,
fully paid and nonassessable, (ii) authorized for listing on the New York Stock
Exchange subject to official notice of issuance and (iii) free and clear of all
liens, claims, security interests, pledges, encumbrances, rights of first
refusal, options or other preemptive rights of any kind (collectively,
"Encumbrances"), other than (a) restrictions arising from applicable securities
laws (or restrictions on transfer set forth herein or in the Stockholders
Agreement (as defined in the Amendment to Stockholders Agreement)) and (b) any
Encumbrances created by or through Sears. The conveyance, delivery and transfer
of the New Shares to Sears at the Closing will transfer good and valid title to,
and beneficial ownership of, the New Shares, other than as a result of any
Encumbrances described in clauses (a) and (b) of the preceding sentence.

          2.4 No Litigation. There is no action, suit, claim, investigation or
              -------------
proceeding pending or, to the Knowledge of the Company (as defined herein),
threatened at law or in equity before, in or by any court, arbitrator, mediator,
administrative agency or commission or other Governmental Authority against or
involving the Company or any of the Company's assets that challenges the terms
of this Agreement or the Related Agreements or that seeks to restrain, restrict
or prevent the transactions contemplated hereby or thereby. There are no (i)
facts or circumstances, to the Knowledge of the Company, that could give rise
to, or provide the basis for, any action or other matter that would be required
to be disclosed pursuant to this Section 2.4 or (ii) any existing obligation or
liability with respect to any settlement agreements or other arrangements
settling or resolving any action, suit, claim, investigation or proceeding that

                                       5

<PAGE>

could have the affect of restraining, restricting or preventing the transactions
contemplated hereby or thereby.

          For purposes of this Agreement, "Knowledge of the Company" shall mean
the actual (not constructive or implied) knowledge of the Chief Executive
Officer, the Chief Financial Officer, the General Counsel and Senior Vice
President, Controller of the Company.

          2.5 Acquisition of WAH Shares. The Company is acquiring the WAH Shares
              -------------------------
for its own account and not with a view to or in connection with the
distribution of all or any portion of such WAH Shares. The Company understands
that the WAH Shares have not been registered under U.S. federal or any
applicable state securities laws or the laws of any other jurisdiction and
cannot be resold without registration under such laws or an exemption therefrom.

                                    SECTION 3
                     REPRESENTATIONS AND WARRANTIES OF SEARS

          Sears hereby represents and warrants to the Company as follows:

          3.1 Organization and Good Standing. Sears is a corporation duly
              ------------------------------
incorporated, validly existing and in good standing under the laws of the State
of New York. WAH is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.

          3.2 Authorization; No Breach. Sears has full corporate power and
              ------------------------
authority to execute and deliver this Agreement and the Related Agreements and
to consummate the transactions contemplated on its part hereby and thereby. The
execution, delivery and performance of this Agreement and the Related Agreements
and the consummation of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action on the part of Sears. No
other action on the part of Sears or its shareholders is necessary to authorize
the execution and delivery of this Agreement or the Related Agreements or the
performance of its obligations hereunder or thereunder. Each of this Agreement
and the Related Agreements has been duly executed and delivered by Sears and
constitutes a legal, valid and binding agreement thereof, enforceable against
Sears in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors' rights generally and subject to general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

          3.3 No Violations. The execution and delivery by Sears of this
              -------------
Agreement and the Related Agreements, the performance of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby, will not (i) violate any provision of law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award applicable to
Sears or WAH, (ii) require the consent, waiver, approval, license or
authorization of or any filing by Sears or WAH with any person or Governmental
Authority or (iii) violate, result (with or without notice or the passage of
time, or both) in a breach of or give

                                       6

<PAGE>

rise to the right to accelerate, terminate or cancel any obligation under or
constitute (with or without notice or the passage of time, or both) a default
under, any of the terms or provisions of any charter or bylaw or agreement,
indenture, mortgage, Encumbrance, contract, order, license, permit, judgment,
ordinance, regulation, authorization or decree to which Sears or WAH is subject
or by which Sears or WAH or any of their respective properties is bound, other
than any such items that, individually or in the aggregate, would not have, or
reasonably be expected to have, an adverse affect in any material respect on the
ability of Sears to consummate the transactions contemplated hereby or perform
its obligations hereunder or thereunder, except for the execution and delivery
of the Amendment to Stockholders Agreement, which execution and delivery is
made necessary by the terms of the Stockholders Agreement.

          3.4  Title to Shares. Sears has good and marketable title to the WAH
               ---------------
Shares. The WAH Shares are duly and validly issued, fully paid and nonassessable
and free and clear of all Encumbrances, other than restrictions arising from
applicable securities laws. The conveyance, delivery and transfer by Sears of
the WAH Shares to the Company at the Closing will transfer good and valid title
to, and beneficial ownership of, the WAH Shares to the Company, free and clear
of any Encumbrances other than any (i) restrictions arising from applicable
securities laws or (ii) Encumbrances created by or through the Company.

          3.5  Capitalization of WAH. The authorized capital stock of WAH
               ---------------------
consists of 1,000 shares of common stock, $.01 par value, of which 1,000 shares
are outstanding, and immediately prior to the Closing, all such outstanding
shares shall be issued to, and held of record by, Sears. Immediately after the
Closing, there will be 1,000 shares of common stock of WAH issued and
outstanding. There are no outstanding options, warrants, subscription or
preemptive rights, calls or commitments of any character relating to, or
securities or rights convertible into, shares of common stock or any other class
of capital stock of WAH, and there are no contracts, agreements or arrangements
by which WAH is or may become bound to issue additional shares of its capital
stock or options, warrants or other rights to purchase or acquire any shares of
its capital stock.

          3.6  Assets; No Subsidiaries, Operations or Liabilities.
               --------------------------------------------------

               (a) WAH has good and marketable title to 11,474,606 shares of
Common Stock held by WAH as of the Closing (the "Advance Shares"). WAH holds no
other shares of Common Stock other than the Advance Shares. The Advance Shares
are free and clear of all Encumbrances other than any (i) restrictions arising
from applicable securities laws or (ii) Encumbrances created by or through the
Company.

               (b) Except for the Advance Shares and the items described in
Schedule 3.6(A) hereto (the "Western Auto Activities"), (i) WAH currently does
not own and has never owned any stock, partnership interest, membership
interest, joint venture interest, ownership interest or other security,
investment or interest in any corporation, partnership, limited liability
company, joint venture, organization or other entity and (ii) except for cash,
WAH does not currently hold, own, lease or have any interest in, and has never
held, owned,

                                       7

<PAGE>

leased or had any interest in any tangible or intangible assets or properties of
any nature. Except with respect to the Advance Shares and Western Auto
Activities, since the date of WAH's incorporation, WAH has never had, and
currently does not have, any business investment or other activities of any
kind or nature. Except with respect to the agreements described in Schedule
3.6(B) hereto, WAH is not a party to, and does not have any outstanding
liability, obligation or commitment under or with respect to, any written or
oral contract, agreement or arrangement with any other party.  Except as
described on Schedule 3.6(B) and 3.6(C) hereto, WAH has no liabilities,
obligations or commitments, contractual or otherwise, of any kind or nature
(whether absolute, accrued, contingent or otherwise), including without
limitation (i) any liabilities due to any taxing authority having jurisdiction
over WAH or (ii) any liabilities that, to the Knowledge of Sears (as defined in
Section 3.8(d)), will become due to any taxing authority having jurisdiction
over WAH.

          3.7  Compliance with Laws. WAH currently is, and at all times prior to
               --------------------
the date hereof has been, in compliance in all material respects with any and
all applicable federal, state and local statutes, laws, ordinances, rules and
regulations.

          3.8  Tax Returns and Audits.
               -----------------------

               (a) Sears has filed or caused to be filed on a timely basis all
material Consolidated WAH Tax Returns (as defined in Section 5.1) and all
material Other WAH Tax Returns (as defined in Section 5.1) required or permitted
to be filed by any Governmental Authority. The Consolidated WAH Tax Returns and
the Other WAH Tax Returns were materially true and correct in all respects when
filed.

               (b) Sears and/or WAH has paid or caused to be paid on a timely
basis all Taxes (as defined below) shown to be due on the Consolidated WAH Tax
Returns and the Other WAH Tax Returns filed. Sears and/or WAH has paid or caused
to be paid on behalf of WAH within the time and manner prescribed by law any
other material Taxes payable or owed by WAH.

               (c) The Other WAH Tax Returns have not been audited by any
Governmental Authority, and, to the Knowledge of Sears, no controversy exists
with, or is threatened by, any Governmental Authority with respect to the Other
WAH Tax Returns. The activities of WAH which are part of the Consolidated WAH
Tax Returns have not been audited by any Governmental Authority and, to the
Knowledge of Sears, no controversy exists with, or is threatened by, any
Governmental Authority with respect to such activities. No material liability
for Taxes is owed, or threatened in writing by any Governmental Authority to be
owed, by Sears with respect to the Consolidated WAH Tax Returns.

               (d) For purposes of this Agreement, "Knowledge of Sears" shall
mean the actual (not constructive or implied) knowledge of the Chief Executive
Officer, the Chief Financial Officer, the Senior Vice President, General Counsel
and Secretary, the Director of Business Development and the Assistant General
Counsel of Corporate and Strategic

                                       8

<PAGE>

Transactions of Sears. In addition, for purposes of Section 3.6 and this
Section 3.8, "Knowledge of Sears" shall mean the actual (not constructive or
implied) knowledge of Sears' Vice President of Taxes, Director of Federal Taxes,
Director of State Income Taxes and any other person in the Sears Tax group in
charge of WAH Taxes and the Other WAH Tax Returns.

          3.9  No Litigation. Except as set forth in Schedule 3.9, there is no
               -------------
action, suit, claim, investigation or proceeding pending or, to the Knowledge of
Sears, threatened at law or in equity before, in or by any court, arbitrator,
mediator, administrative agency or commission or other Governmental Authority
against or involving WAH or any of WAH's assets or that challenges the terms of
this Agreement or the Related Agreement or that seeks to restrain, restrict or
prevent the transactions contemplated hereby or thereby. There are no (i) facts
or circumstances, to the Knowledge of Sears, that could give rise to, or provide
the basis for, any action or other matter that would be required to be disclosed
pursuant to this Section 3.9 or (ii) any existing obligation or liability with
respect to any settlement agreements or other arrangements settling or resolving
any action, suit, claim, investigation or proceeding. There currently is no, and
there never has been any, judgment, decree, injunction, rule or order of any
Governmental Authority issued or outstanding against or involving WAH.

          3.10 Acquisition of Shares. Sears is acquiring the New Shares for its
               ---------------------
own account and not with a view to or in connection with the distribution of all
or any portion of such New Shares that would result in the violation of the
federal securities laws. Sears understands that the New Shares have not been
registered under U.S. federal or any applicable state securities laws or the
laws of any other jurisdiction and cannot be resold without registration under
such laws or an exemption therefrom.

          3.11 Investigation by Sears. In entering into this Agreement and the
               ----------------------
Related Agreements, Sears (i) acknowledges that, except for the specific
representations and warranties of the Company contained in Section 2, none of
the Company or any of the Company's directors, officers, employees, affiliates,
controlling persons, agents, advisors or representatives, makes or shall be
deemed to have made any representation or warranty, either express or implied,
to Sears as to the accuracy or completeness of any information provided or
otherwise available to Sears or any of its directors, officers, employees,
affiliates, controlling persons, agents, advisors or representatives with
respect to the Company, its subsidiaries or the transactions contemplated by
this Agreement and the Related Agreements and (ii) agrees, to the fullest extent
permitted by law, that the Company and its directors, officers, employees,
affiliates, controlling persons, agents, advisors and representatives shall not
have any liability or responsibility whatsoever to Sears or any of its
directors, officers, employees, affiliates, controlling persons, agents,
advisors or representatives on any basis in respect of the specific
representations and warranties of the Company set forth in Section 2, except as
and only to the extent expressly set forth herein with respect to such
representations and warranties and subject to the limitations and restrictions
contained herein.

                                       9

<PAGE>

                                    SECTION 4
                                 INDEMNIFICATION

          4.1  General Indemnification.
               -----------------------

               (a) Sears shall indemnify, defend and hold the Company and each
of its officers, directors and affiliates, including WAH immediately following
the Closing (each, a "Company Indemnitee"), harmless from and against, and shall
reimburse each Company Indemnitee for, any and all Losses (as defined below)
that may be incurred or suffered by such Company Indemnitee relating to, based
upon, resulting from or arising out of (i) any breach or other violation of any
representation, warranty, agreement, obligation or commitment of Sears under
this Agreement or the Assumption Agreement, (ii) any WAH Liabilities (as defined
below), (iii) the Share Exchange or Merger Transaction; provided, that Sears
will not indemnify the Company for any Losses that arise out of or result from
(w) the Company's breach or violation of any representation or warranty (without
regard to any materiality or knowledge qualifiers otherwise pertaining thereto),
agreement, obligation or commitment of the Company under this Agreement or the
Assumption Agreement, including any of the covenants contained in Section 1.6 of
this Agreement, (x) any liabilities which arise out of or result from any
obligation, duty, responsibility or commitment, contractual or otherwise, of the
Company or its subsidiaries that exists either as of or prior to the Closing
(the "Company Liabilities") or (y) any liabilities of WAH, contractual or
otherwise, that occur as a result of or arise from the Company Liabilities
through agreement, operation of law or otherwise or (iv) Sears' ownership of the
equity of WAH, except that any such Losses relating to, based upon, resulting
from or arising out of any breach or other violation of any representation and
warranty set forth in Section 3.8 or subject to indemnification under Section
5.2 shall be governed exclusively by Section 5. The parties hereto agree that
this Agreement, including the indemnification provisions hereof, shall not be
deemed to alter in any way Sears' liability under the Merger Agreement (as
defined in Schedule 3.6 hereto), except to the extent that Sears' liability
under the Merger Agreement will be sole rather than joint and several with WAH.

               (b) The Company shall indemnify, defend and hold Sears and each
of its officers, directors and affiliates (each, a "Sears Indemnitee"), harmless
from and against, and shall reimburse each Sears Indemnitee for, any and all
Losses that may be incurred or suffered by such Sears Indemnitee relating to,
based upon, resulting from or arising out of any breach or other violation of
any representation, warranty, agreement, obligation or commitment of the Company
under this Agreement or the Assumption Agreement, including any of the covenants
contained in Section 1.6 of this Agreement.

               (c) For purposes of this Agreement, the following terms shall
have the following definitions:

               "Indemnified Party" shall mean any Person claiming
                -----------------
indemnification under any provision of Section 4.

                                       10

<PAGE>

               "Indemnifying Party" shall mean any Person against whom a claim
                ------------------
for indemnification is being asserted under any provision of Section 4.

               "Losses" shall mean any and all direct or indirect claims, suits,
                ------
actions, proceedings, liabilities, obligations, judgments, fines, penalties,
settlements, losses, damages, costs and expenses of any kind or nature
(including, without limitation, the reasonable fees and disbursements of outside
counsel, accountants and other experts whether incurred in connection with any
of the foregoing or in connection with any investigative, administrative or
adjudicative proceeding whether or not such Indemnified Party shall be
designated a party thereto), together with any and all reasonable costs and
actual out-of-pocket expenses associated with the investigation of the same.

               "WAH Liabilities" shall mean any and all liabilities,
                ---------------
obligations, duties, responsibilities and commitments, contractual or otherwise,
of WAH arising or resulting from or relating to any fact, event or circumstance
that existed or occurred at any time prior to the time of the consummation of
the Closing, whether or not described, referenced or listed in this Agreement
(including any Schedule hereto) or any Related Agreement and whether or not it
is known, should have been known or becomes known by the Company or any of its
officers, directors, employees, affiliates, agents or representatives, and shall
include, without limitation, any and all liabilities and obligations of WAH
arising out of or resulting from the Affidavit of Lost Stock Certificate dated
February 5, 2002, which was made by WAH to the Company with respect to
11,474,606 shares of Common Stock held by WAH.

          4.2 Indemnification Principles; Claims Against an Indemnified Party by
              -----------------------------------------------------------------
Third Parties. In the event of any claim for indemnification hereunder resulting
-------------
from or in connection with any claim, suit, arbitration or other legal
proceeding by a third party, the notice to the Indemnifying Party provided
pursuant to Section 4.3 shall specify the nature of and the basis for such
claim, together with the amount, or if then not reasonably determinable, the
estimated amount, determined in good faith, of the claim.

          4.3 Defense of Indemnified Party Against Claims by Third Parties. If
              ------------------------------------------------------------
any Indemnified Party shall receive notice of any third party claim, suit,
arbitration or other legal proceeding giving rise to indemnity under this
Agreement, the Indemnified Party shall give the Indemnifying Party written
notice in compliance with Section 4.2 of the same within fifteen (15) days of
the receipt by the Indemnified Party of such third party notice; provided,
however, that failure to provide such written notice shall not release the
Indemnifying Party from any of its obligations under this Section 4, except to
the extent (and only to the extent) the Indemnifying Party is materially
prejudiced by such failure. The Indemnifying Party may, upon prompt written
notice furnished to the Indemnified Party, assume the defense of any such claim,
suit, arbitration or other proceeding, with counsel reasonably satisfactory to
the Indemnified Party, if the Indemnifying Party acknowledges to the Indemnified
Party in writing its obligations to indemnify the Indemnified Party with respect
to all elements of such claim. If the Indemnified Party furnishes such written
acknowledgment, the Indemnifying Party will be entitled to assume and control
the defense of such claim, suit, arbitration or other legal proceeding, and the
Indemnified

                                       11

<PAGE>

Party shall be entitled to participate in (but not control) the defense of any
such action, with its own counsel and at its own expense. If the Indemnifying
Party does not assume the defense of any such claim, suit, arbitration or other
legal proceeding as provided above, (i) the Indemnified Party may defend against
the same, in such manner as it may reasonably deem appropriate and at the
Indemnifying Party's cost and expense, including, without limitation, settling
such claim, arbitration or other proceeding, after giving notice of the same to
the Indemnifying Party (which settlement shall only be with the written consent
of the Indemnifying Party, which consent shall not be unreasonably withheld)
and (ii) the Indemnifying Party shall be entitled to participate in (but not
control) the defense of such action, with its own counsel and at its own
expense. If the Indemnifying Party thereafter seeks to question the manner in
which the Indemnified Party defended such claim, suit, arbitration or other
proceeding, the Indemnifying Party shall have the burden of proving by a
preponderance of the evidence that the Indemnified Party did not defend such
third party claim in a reasonably prudent manner. No Indemnifying Party may
seek to question the amount or nature of any settlement entered into or made by
any Indemnified Party in accordance with this Section 4.3 if such settlement
was consented to or approved by the Indemnifying Party in writing.

          4.4 Claims Against an Indemnifying Party by an Indemnified Party. In
              ------------------------------------------------------------
the event any Indemnified Party should have a claim under this Section 4 against
any Indemnifying Party that does not involve a claim by a third party, the
Indemnified Party shall deliver written notice with reasonable promptness
specifying the nature of and the basis for such claim, together with the amount,
or if not then reasonably determinable, the estimated amount, determined in good
faith, of the Losses arising from such claim to the Indemnifying Party;
provided, however, that failure to provide such written notice shall not release
the Indemnifying Party from any of its obligations under this Section 4, except
to the extent (and only to the extent) the Indemnifying Party is materially
prejudiced by such failure. If the Indemnifying Party notifies the Indemnified
Party that it does not dispute the claim described in such notice, the Losses
arising from the claim specified in the notice will be conclusively deemed a
liability of the Indemnified Party and the Indemnifying Party shall pay the
amount of the Losses to the Indemnified Party on demand following the final
determination thereof. If the Indemnifying Party fails to notify the Indemnified
Party, such failure to be deemed a dispute of the claim, then the Indemnifying
Party and the Indemnified Party will proceed in good faith to negotiate a
resolution of such dispute, and if not resolved through negotiations, such
dispute may, if desired by the Indemnified Party, be resolved by litigation in a
court of competent jurisdiction.

          4.5 Insurance Offset. If the amount of any indemnifiable Losses, at
              ----------------
any time following the payment of an indemnified obligation, is offset or
reduced by the payment of any insurance proceeds, the amount of such insurance
proceeds, less any costs, expenses, premiums or taxes incurred in connection
therewith (including, but not limited to, any future increase in insurance
premiums, retroactive premiums, costs associated with any loss of insurance and
replacement thereof or self-insured component of such insurance coverage) will
promptly be repaid to the Indemnifying Party.

                                       12

<PAGE>

          4.6  Survival of Obligation. The covenants contained in this Agreement
               ----------------------
shall survive the Closing without limitation, and the indemnification agreements
contained in this Agreement shall survive for so long as their underlying claims
survive. The representations and warranties contained in this Agreement (i)
shall survive the Closing without limitation except to the extent there is an
applicable statute of limitations, in which case, each such representation and
warranty shall survive until the ninetieth (90th) day following the expiration
of such statute of limitation (taking into account any extensions thereof) and
(ii) shall in no way be affected by any investigation made by or on behalf of or
knowledge of the subject matter thereof by the Company or Sears or any of their
officers, directors, employees, affiliates, representatives or agents.
Notwithstanding anything in this Section 4.6 to the contrary, as to any breach
of any representation or warranty with respect to which a claim is submitted in
accordance with the terms of this Agreement and within the time periods
permitted by the immediately preceding sentence, (i) such claim may only be made
with respect to an event that occurred prior to the expiration of the applicable
statute of limitations, (ii) subject to the preceding clause (i), such
representation and warranty shall survive until the claim is resolved and (iii)
in any event, each Indemnified Party shall be entitled to be indemnified by the
Indemnifying Party for any costs and expenses (including the reasonable fees and
disbursements of outside counsel) it incurs in asserting the statute of
limitations as a defense to any claim (for which it would otherwise be entitled
to indemnification under this Agreement but for the expiration of such statute
of limitations) being brought against such Indemnified Party.

                                    SECTION 5
                                   TAX MATTERS

          5.1  Definitions. For purposes of this Agreement, the following terms
               -----------
shall have the following meanings:


               "Consolidated WAH Tax Returns" shall mean all Tax Returns
                ----------------------------
required to be filed by or on behalf of any consolidated, combined, unitary or
other group in which WAH was or is a member, including, but not limited to, the
affiliated group filing a consolidated return for U.S. Corporate Income Tax
purposes of which Sears is the common parent.

               "Governmental Authority" shall mean any nation or government, any
                ----------------------
state or other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including, without limitation, any governmental authority,
agency, department, board, commission or instrumentality of the United States,
any state of the United States or any political subdivision thereof, and any
tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory
organization.

               "Other WAH Tax Returns" shall mean all material Tax Returns other
                ---------------------
than the Consolidated WAH Tax Returns required to be filed by or on behalf of
WAH.

                                       13

<PAGE>

               "Person" shall mean any corporation, partnership, limited
                ------
liability company, trust, individual, unincorporated organization or a
governmental agency or political subdivision thereof, as the context may
require.

               "Tax Return" shall mean any return, report, information return,
                ----------
registration form or other document (including any related or supporting
information) related to the obligations of any Person filed or required to be
filed with any taxing authority in connection with the determination of any Tax
or the administration of any laws, regulations or administrative requirements
relating to any Tax.

               "Taxes" means any income, alternative or add-on minimum tax,
                -----
gross income, gross receipts, sales, use, ad valorem, franchise, profits,
license, withholding, payroll, employment, excise, severance, stamp, occupation,
premium, real property, personal property or windfall profit tax, custom duty or
other tax, governmental fee or other like assessment or charge of any kind
whatsoever, addition to tax or additional amount related to the obligations of
any Person, imposed by any Governmental Authority responsible for the imposition
of any such tax (domestic or foreign), together with any interest and any
penalty thereon.

          5.2  Tax Indemnification. Sears shall be liable for, shall pay or
               -------------------
cause to be paid and shall indemnify and hold the Company Indemnitees (as
defined in Section 4.1(a)) harmless from and against any and all Taxes and other
Losses, if any, arising out of or based upon or for or in respect of each of the
following: (i) any and all Taxes with respect to WAH for any and all taxable
periods (including any and all Taxes arising on and after the Closing, including
any Taxes arising out of the Share Exchange and any Taxes arising out of the
Merger Transaction); (ii) any and all Taxes resulting solely from WAH having
been included in the Consolidated WAH Tax Returns or any other consolidated,
combined, unitary or other group Tax Return that included WAH for any taxable
period (or portion thereof) pursuant to Treasury Regulation Section 1.1502-6(a)
or any analogous or similar state, local or foreign law or regulations (other
than any liability arising under such Treasury Regulation or analogous law by
reason of WAH being a member of the consolidated, combined, unitary or other
group of which the Company is a member); (iii) any and all Taxes with respect to
the Company arising in connection with the Share Exchange, the ownership of
shares of WAH, the inclusion of WAH in any consolidated, combined, unitary or
other group Tax Return that includes WAH and the Company, and the Merger
Transaction; and (iv) any breach of a representation and warranty set forth in
Section 3.8. of this Agreement. If the Company shall breach its covenant under
Section 1.6 of this Agreement, then Sears' liabilities under this Section 5.2
shall be determined as if such breach had not occurred.

          5.3  Preparation of Tax Returns; Payment of Taxes.
               --------------------------------------------

               (a) Sears shall prepare or cause to be prepared and file or cause
to be filed all Consolidated WAH Tax Returns and all material Other WAH Tax
Returns which are required to be filed for all periods except for Tax Returns in
which WAH is part of a

                                       14

<PAGE>

consolidated, combined, unitary, or other group including the Company. Sears
shall pay the amount of any Taxes shown to be due thereon to the appropriate
Governmental Authority.  Upon written request by the Company, Sears shall
provide the Company with (i)(A) a written statement that all Consolidated WAH
Tax Returns have been filed, and all Taxes shown as due thereon have been paid
and (B) portions of such Consolidated WAH Tax Returns showing any of the WAH
activities and (ii) copies of all Other WAH Tax Returns and copies of checks
for any payment of Taxes shown as due thereon.

              (b) For federal income Tax purposes, the taxable year of WAH ends
as of the close of the Closing Date and, with respect to all other Taxes, Sears
and the Company will, unless prohibited by applicable law, close the taxable
period of WAH as of the close of the Closing Date. Neither Sears nor the Company
shall take any position inconsistent with the preceding sentence on any Tax
Return.

              (c) Sears shall be responsible for filing any amended
Consolidated WAH Tax Returns that are required as a result of examination
adjustments made by the Internal Revenue Service or by the applicable state,
local or foreign taxing authorities for such taxable years as finally
determined. Any required amended Other WAH Tax Returns resulting from such
examination adjustments, as finally determined, shall be prepared by Sears and
furnished to the Company for approval (which approval shall not be unreasonable
withheld), signature (if necessary) and filing at least 30 days prior to the due
date for filing such amended returns.

          5.4 Tax Proceedings. In the event of a contest with a taxing authority
              ---------------
over Taxes for which Sears is liable pursuant to Section 5.2 or the treatment of
an indemnity payment under Section 5.5(b), the Company shall deliver written
notice with reasonable promptness specifying the nature of and the basis for
such contest, together with the amount, or if not then reasonably determinable,
the estimated amount, determined in good faith, of the amount in dispute to
Sears; provided, however, that the failure to provide such written notice shall
not release Sears from any of its obligations under this Section 5, except to
the extent (and only to the extent) Sears is materially prejudiced by such
failure. Sears will be entitled to control, at its expense, the proceedings with
respect to such Taxes, but only if Sears submits to the Company an executed
acknowledgment that it is liable for all Taxes (including interest and
penalties) resulting from such contest. Notwithstanding the preceding sentence,
the Company will in any event be entitled to control the proceedings which
relate to a consolidated, combined, unitary or other group Tax Return filed by
the Company and its subsidiaries, as the case may be. If the Company is not
entitled to control the proceedings under the foregoing provisions, Sears will
provide, or cause to be provided, to the Company copies of all correspondence
received from the taxing authority in connection with such proceedings. The
party in control of the proceeding under this Section 5.4 shall not enter into
any agreement or compromise or settlement of such contest that could affect a
period that is the responsibility of the non-controlling party without the
written consent of the non-controlling party (which consent shall not be
unreasonably withheld). The party which is not entitled to control any such
proceeding shall be afforded a reasonable opportunity to participate in the
defense thereof at its own expense and shall reimburse the party

                                       15

<PAGE>

entitled to control such proceedings for any additional expenses incurred by
such controlling party as a result of the non-controlling party's participation
in such proceeding.

                                       16

<PAGE>

          5.5 Payment of Indemnification.
              --------------------------

              (a) If a claim shall be made by any taxing authority, which, if
successful, might result in an indemnity payment to the Company pursuant to
Section 5.2, the Company shall promptly notify Sears in writing of such claim (a
"Tax Claim"). If notice of a Tax Claim is not given to Sears within a sufficient
period of time to allow Sears to effectively contest such Tax Claim, or in
reasonable detail to apprise Sears of the nature of the Tax Claim, in each case
taking into account the facts and circumstances with respect to such Tax Claim,
Sears shall not be liable to the Company, to the extent that Sears' position is
actually prejudiced as a result thereof. Upon payment of any Taxes with respect
to which a party is entitled to receive indemnification hereunder, such party
shall submit an invoice to the indemnifying party stating that such Taxes have
been paid and giving in reasonable detail the particulars relating thereto. The
indemnifying party shall remit payment for such Taxes promptly upon receipt of
such invoice.

              (b) Any payment for indemnification hereunder (whether under
Section 4 or Section 5) shall be treated for federal income tax purposes as
payments to which Section 118 of the Code applies. To the extent that such
treatment is ultimately determined to be inapplicable and that an
indemnification payment is in whole or in part taxable to any Company
Indemnitee, then any such indemnification payment shall be "grossed up" to take
into account any Taxes imposed upon such Company Indemnitee with respect to such
indemnification payment so that the net "after-tax" amount of such payment is
sufficient to satisfy the Taxes, Losses, WAH Liabilities or other indemnified
amounts under Section 4 and Section 5; provided, however, that any such gross up
shall take into account Section 4.5 of this Agreement and the tax effect to the
Indemnified Party of the amounts so indemnified.

          5.6 Assistance and Cooperation. After the Closing Date, each of Sears
              --------------------------
and the Company shall:

              (a) assist (and cause its respective affiliates to assist) the
other party in preparing any Tax Returns which such other party is responsible
for preparing and filing in accordance with Section 5.3 hereof;

              (b) cooperate fully in preparing for any audits of, or disputes,
contests or proceedings with, taxing authorities regarding any Tax Returns which
relate to WAH;

              (c) make available to the other and to any taxing authority as
reasonably requested all information, records and documents relating to Tax
liabilities which are attributable to WAH;

              (d) preserve all such information, records and documents until the
expiration of any applicable statutes of limitations or extensions thereof and
as otherwise required by law;

                                       17

<PAGE>

               (e) make available to the other, as reasonably requested,
personnel responsible for preparing or maintaining information, records and
documents in connection with Tax matters;

               (f) provide timely notice to the other in writing upon receipt of
notice of any pending or threatened Tax audits or assessments relating to WAH
for any period;

               (g) furnish the other with copies of all correspondence received
from any taxing authority in connection with any Tax audit or information
request with respect to any period;

               (h) keep confidential any information obtained pursuant to this
Section 5.6, except as may otherwise be necessary in connection with the filing
of Tax Returns or claims for refund or in conducting any audit or other Tax
proceeding; and

               (i) furnish the other with adequate information which would
enable the other party to determine its entitlement to, and the amount of, any
refund or credit to which either party reasonably believes the other party may
be entitled.

          5.7  Tax Sharing Agreements. All Tax sharing and similar agreements
               ----------------------
(other than the provisions of this Agreement) between WAH and Sears or any other
Person shall be terminated as of the Closing Date, and WAH shall have no
liability from and after the Closing Date under any such agreement.

          5.8  Survival of Obligations. The obligations of the parties set forth
               -----------------------
in this Section 5 shall be governed by Section 4.6 of this Agreement.

          5.9  Treatment of the Exchange and Merger Transaction. Sears and the
               ------------------------------------------------
Company shall treat this Agreement as a Plan of Reorganization under Section 368
of the Code and comparable provisions of state and local Tax law.

          5.10 Provisions of this Section to Control. In the event of a conflict
               -------------------------------------
between the provisions of this Section 5 and any other provisions of this
Agreement, the provisions of this Section 5 shall control.

                                    SECTION 6
                                  MISCELLANEOUS

          6.1  Governing Law. This Agreement shall be governed by and
               -------------
interpreted under the laws of the State of Delaware, without giving effect to
principles of conflicts of laws.


          6.2  Expenses. Prior to the Closing, (i) the Company shall inform
               --------
Sears in writing of the aggregate amount of expenses the Company shall have
incurred or good faith

                                       18

<PAGE>

estimates that it will incur in connection with this Agreement and the
consummation of the transactions contemplated hereunder and (ii) Sears shall
have contributed an equal amount of cash to an account held by WAH.

          6.3  Transfer Taxes. Sears shall be liable for and shall pay all
               --------------
excise, sales, use, transfer (including real property transfer or gains), stamp,
documentary, filing, recordation and other similar Taxes which may be imposed in
connection with the transactions contemplated by this Agreement, together with
any interest, additions or penalties with respect thereto ("Transfer Taxes").
Each party hereto hereby agrees to file all necessary documentation in
connection with the payment and reporting of Transfer Taxes.

          6.4  Further Assurances. At any time or from time to time after the
               ------------------
Closing, the Company and Sears agree to cooperate with each other, and at the
request of the other party, to execute and deliver any further instruments or
documents and to take all such further action as the other party may reasonably
request in order to evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise carry out the intent of the parties
hereunder.

          6.5  Successors and Assigns. Neither this Agreement nor any right,
               ----------------------
interest or obligation hereunder may be assigned by any party hereto without the
prior written consent of the other party hereto and any attempt to do so will be
void, except for (a) assignments and transfers by operation of law and (b) the
Company or Sears may assign any or all of their respective rights, interests and
obligations hereunder to an Affiliate, provided that any such Affiliate agrees
in writing to be bound by all of the terms and conditions and provisions
contained herein, but no such assignment referred to in clause (b) shall relieve
the Company or Sears of their respective obligations hereunder. Subject to the
preceding sentence, this Agreement is binding upon, inures to the benefit of and
is enforceable by the parties hereto and their respective successors and
assigns.

          For purposes of this Section 6.5, "Affiliate" means any Person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with the Person specified. For purposes
of the definition of "Affiliate," control of a Person means the power, direct or
indirect, to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise and, in any event and without
limitation of the previous sentence, any Person owning ten percent (10%) or more
of the voting securities of another Person shall be deemed to control that
Person.

          6.6  No Third Party Beneficiaries. The terms and provisions of this
               ----------------------------
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any other Person.

                                       19

<PAGE>

          6.7  Successors and Assigns. This Agreement shall benefit and bind the
               ----------------------
successors, assigns, heirs, executors and administrators of the parties to this
Agreement.

          6.8  Entire Agreement; Amendment. This Agreement and the other
               ---------------------------
documents delivered pursuant hereto at the Closing constitute the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof and thereof, and neither party shall be liable or bound to
any other party in any manner by any warranties, representations or covenants
except as specifically set forth herein or therein. Except as expressly provided
herein, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the other
party.

          6.9  Notices, etc. All notices and other communications required or
               -------
permitted hereunder or under the Related Agreements shall be in writing (or in
the form of a facsimile (confirmed in writing) to be given only during the
recipient's normal business hours unless arrangements have otherwise been made
to receive such notice by facsimile outside of normal business hours) and shall
be mailed by registered or certified mail or by a nationally recognized
overnight courier, postage prepaid, or otherwise delivered by hand, messenger,
or facsimile (as provided above) addressed or faxed, as applicable:

          If to the Company:

               Advance Auto Parts, Inc.
               5673 Airport Road
               Roanoke, Virginia 24012
               Facsimile: (540) 561-1448
               Attention: Jimmie L. Wade

               With a copy to:

                    Advance Auto Parts, Inc.
                    5673 Airport Road
                    Roanoke, Virginia 24012
                    Facsimile: (540) 561-1448
                    Attention: Eric Margolin, General Counsel

          If to Sears:

               Sears, Roebuck and Co.
               3333 Beverly Road
               Hoffman Estates, Illinois 60179
               Facsimile: (847) 286-2471
               Attention: Senior Vice President and General Counsel

                                       20

<PAGE>

               with a copy to :

                    Skadden, Arps, Slate, Meagher & Flom (Illinois)
                    333 West Wacker Drive, Suite 2100
                    Chicago, Illinois 60606
                    Facsimile: (312) 407-0411
                    Attention: Gary P. Cullen

          Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered, if
delivered personally, or, if sent by mail, at the earlier of its receipt or
seventy-two (72) hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid, or, if by nationally recognized overnight courier, the
following business day after it has been timely delivered to or deposited with
such courier, addressed and mailed as aforesaid, or, if by facsimile, pursuant
to the above, when received.

          6.10 Severability. In the event that any term or provision of this
               ------------
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, invalid, unenforceable or void, this Agreement shall continue in full
force and effect without said provision. Upon such determination that any term
or provision of this Agreement is illegal, invalid, unenforceable or void, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that this Agreement may be enforced as originally
contemplated to the greatest extent possible.

          6.11 Descriptive Headings. The descriptive headings herein have been
               --------------------
inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction of any provisions hereof.

          6.12 Facsimile Signatures. Any signature page delivered by a fax
               --------------------
machine shall be binding to the same extent as an original signature page, with
regard to any agreement subject to the terms hereof or any amendment thereto.
Any party who delivers such a signature page agrees to later deliver promptly an
original signature page to the other party upon such other party's request.

          6.13 Counterparts. This Agreement may be executed in counterparts,
               ------------
each of which shall for all purposes be deemed to be an original and both of
which shall constitute the same instrument.

                                       21

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Share
Exchange Agreement as of the date first above written.

                                        ADVANCE AUTO PARTS, INC.,
                                        a Delaware corporation

                                        By:    /s/ Eric M. Margolin
                                              ---------------------------------
                                        Name:  Eric M. Margolin
                                        Title: Senior Vice President, General
                                               Counsel and Secretary


                                        SEARS, ROEBUCK AND CO.,
                                        a New York corporation

                                        By:    /s/ Paul J. Liska
                                              ---------------------------------
                                        Name:  Paul J. Liska
                                        Title: Executive Vice President and
                                               Chief Financial Officer

<PAGE>

                                  SCHEDULE 3.6

(A)  Western Auto Activities
     -----------------------

1.        Notes payable and inter-company debt payable from Western Auto Supply
          Company to Sears (the "Inter-company Payables") were contributed to
          WAH as a capital contribution. WAH is not required to make any payment
          to Sears under the Inter-company Payables.

2.        Interest in Partsamerica.com

3.        Passive income, deferred tax liability, accrued taxes and goodwill
          related to the Advance Shares.


(B)  Agreements
     ----------

1.        Agreement and Plan of Merger dated as of August 16, 1998 by and among
          Sears, Roebuck and Co., WA Holding Company (formerly, Western Auto
          Holding Co.), Advance Holding Corporation, Advance Stores Company,
          Incorporated, Western Auto Supply Company, Advance Acquisition
          Corporation and those stockholders of Advance Holding Corporation
          listed on the signature page thereto (the "Merger Agreement").

2.        Amended and Restated Stockholders Agreement dated as of November 2,
          1998, as amended by Amendment No. 1 to Amended and Restated
          Stockholders Agreement dated as of November 28, 2001 by and among
          Advance Holding Corporation, Advance Auto Parts, Inc., FS Equity
          Partners IV, L.P., Ripplewood Partners, L.P., Ripplewood Advance Auto
          Parts Employee Fund I L.L.C., Nicholas F. Taubman, the Arthur Taubman
          Trust dated July 13, 1964, WA Holding Company, Peter J. Fontaine,
          Fontaine Industries Limited Partnership (the "Fontaine Partnership")
          and the Peter J. Fontaine Revocable Trust.


(C)  Liabilities
     -----------

          Liabilities owed in connection with the agreements set forth in
Section 3.6(B) above.

<PAGE>

                                  SCHEDULE 3.9

Claims for indemnification against WAH pursuant to the Merger Agreement.

<PAGE>

                                    EXHIBIT A

                                 AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT





<PAGE>

                                 AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT

     THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this
"Amendment") is made and entered into as of February __, 2002 by and among
Advance Auto Parts, Inc., a Delaware corporation (the "Company"), Sears, Roebuck
and Co., a New York corporation ("Sears"), FS Equity Partners IV, L.P., a
Delaware limited partnership (the "FS Stockholder"), Ripplewood Partners, L.P.,
a Delaware limited partnership ("Ripplewood Partners"), Ripplewood Advance Auto
Parts Employee Fund I L.L.C., a Delaware limited liability company ("Ripplewood
Employee Fund" and, together with Ripplewood Partners, the "Ripplewood
Stockholder"), Nicholas F. Taubman, an individual, the Arthur Taubman Trust
dated July 13, 1964 (the "Trust") (Mr. Taubman and the Trust collectively, the
"Existing Stockholders"), WA Holding Company, a Delaware corporation ("WAH"),
Peter J. Fontaine, an individual, Fontaine Industries Limited Partnership, a
Nevada limited partnership, and the Peter J. Fontaine Revocable Trust, a Florida
revocable trust. All capitalized terms used but not defined herein shall have
the meanings given to them in the Share Exchange Agreement (as defined below).

                                    RECITALS

     A. On November 2, 1998, Advance Holding Corporation ("Holding"), the
Existing Stockholders, the FS Stockholder, the Ripplewood Stockholder and WAH
entered into an Amended and Restated Stockholders Agreement (the "Original
Stockholders Agreement").

     B. In connection with the consummation of the transactions contemplated by
that certain Agreement and Plan of Merger dated as of August 7, 2001 by and
among Holding, Advance Stores Company, Incorporated, the Company, AAP
Acquisition Corporation and Discount Auto Parts, Inc., (i) Holding merged with
and into the Company, with the Company continuing as the surviving corporation,
and (ii) certain parties hereto entered into Amendment No. 1 to Amended and
Restated Stockholders Agreement dated November 28, 2001 ("Amendment No. 1"). The
Original Stockholders Agreement, as amended by Amendment No. 1, shall be
referred to herein as the "Stockholders Agreement."

     C. Pursuant to that certain Share Exchange Agreement dated as of the date
hereof (the "Share Exchange Agreement") between the Company and Sears, the
Company shall issue and transfer 11,474,606 shares of Common Stock to Sears in
exchange for the simultaneous conveyance, transfer and delivery by Sears to the
Company of 1,000 shares of common stock of WAH, which shares represent all of
the issued and outstanding capital stock of WAH (the "Share Exchange").

<PAGE>

     D. As promptly as practicable, but in no event more than one business day
after the Closing, the Company shall cause WAH to merge with and into the
Company, in a statutory merger meeting the requirements of Delaware law, with
the Company being the surviving corporation, whereupon the Company shall cancel
all 11,474,606 shares of Common Stock held by WAH (the "Advance Shares") (such
merger and cancellation, collectively, the "Merger Transaction").

     E. In connection with the Share Exchange and to reflect certain changes in
the circumstances of the Company since the execution of the Original
Stockholders Agreement, the parties hereto desire to amend the Stockholders
Agreement to (i) add Sears as a party thereto, (ii) (A) change the equity
ownership thresholds relating to the election of members to the Board of
Directors of the Company, (B) increase from two to three the number of Demand
Registrations that the Existing Stockholders may exercise, (C) change the
termination provisions relating to certain rights under Section 3 of the
Stockholders Agreement and (D) make certain other related amendments and (iii)
waive certain other rights that each party to the Stockholders Agreement may
have with respect to the Share Exchange and Merger Transaction.

     F. Under Section 12 of the Stockholders Agreement, the Stockholders
Agreement may be amended to add the terms set forth in this Amendment.


                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, the agreements and
waivers contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:

     1.   Definitions; Agreement to Be Bound.
          ----------------------------------

     (a)  The definition of "Sears Stockholder" in the preamble to the
Stockholders Agreement is hereby amended to refer solely to "Sears, Roebuck and
Co., a New York corporation." Accordingly, the term "Sears Stockholder," as used
throughout the Stockholders Agreement, including Exhibit A thereto, and as
amended by this Amendment and, so long as Sears shall be a party thereto, as it
may be amended from time to time, shall in all instances refer solely to Sears,
and all parties hereto agree that Sears shall have all of the benefits and
rights under (including, but not limited to, the registration rights set forth
in Exhibit A thereto), and Sears hereby agrees to be fully bound by, and shall
fully discharge and perform all of its obligations under, the Stockholders
Agreement, as so amended, as if Sears were an original signatory thereto.

     (b)  Subsection (w)(iv) of the definition of "Permitted Transferee" is
hereby deleted in its entirety and replaced with the following:

                                       2

<PAGE>

     "with respect to the Sears Stockholder, includes The Sears - Roebuck
Foundation"

     (c)   The following definition is hereby added to Section 1.1 of the
Stockholders Agreement as follows:

               "Board Rights Termination Event: Shall mean, (i) with respect to
                ------------------------------
          FS Stockholder, Sears Stockholder and the Ripplewood Stockholder, an
          event which terminates such Stockholder's right to designate a member
          or members of the Board under Section 7.1 and (ii) with respect to Mr.
          Taubman or his representative, an event described in Section 7.4 which
          terminates the right of Mr. Taubman or such representative to
          designate a member of the Board under Section 7.1."

     2.   Transfer of Shares by FS Stockholder, Sears Stockholder or Ripplewood
          ---------------------------------------------------------------------
Stockholder; Rights of Inclusion; Termination and Assignment. The fourth
------------------------------------------------------------
sentence of Section 3.5 of the Stockholders Agreement is hereby deleted in its
entirety and the following is hereby substituted therefor:

          "The obligations of FS Stockholder and Sears Stockholder and any
          Permitted Transferee or assignee pursuant to the provisions of this
          Section 3 shall terminate, as to any such holder only, at such time as
          each of FS Stockholder and Sears Stockholder, as applicable, shall own
          less than 2% of the issued and outstanding Common Stock or, as to any
          such holder only, upon a distribution without consideration of all of
          the shares of Common Stock that such holder holds to its stockholders
          or the limited or general partners or employees of such holder or
          their Affiliates. The obligations of the Ripplewood Stockholder and
          any Permitted Transferee or assignee pursuant to the provisions of
          this Section 3 shall terminate upon a Liquidity Event or, as to any
          such holder only, upon a distribution without consideration of all of
          the shares of Common Stock that such holder holds to its stockholders
          or the limited or general partners or employees of such holder or
          their Affiliates."

     3.   The Board.
          ---------

     (a)   The first sentence of the third paragraph of Section 7.1 of the
Stockholders Agreement is hereby amended as follows:

          "(iii) at such time as FS Stockholder or Sears Stockholder shall own
          less than 5% of the Common Stock, such Stockholder's right to
          designate members of the Board shall terminate."

          is hereby deleted in its entirety and the following is hereby
          substituted therefor:

                                       3

<PAGE>

          "(iii) at such time as FS Stockholder or Sears Stockholder shall own
          less than 2% of the issued and outstanding shares of Common Stock,
          such Stockholder's right to designate members of the Board shall
          terminate."

     (b)  The second sentence of Section 7.4 of the Stockholders Agreement is
hereby deleted in its entirety and the following is hereby substituted therefor:

          "Mr. Taubman's or his representative's rights under Sections 7.1 and
          7.3 shall terminate if Mr. Taubman and his Permitted Transferees own
          less than 2% of the issued and outstanding shares of Common Stock."

     4.   Governing Law. Section 10 of the Original Stockholders Agreement is
          -------------
hereby deleted in its entirety and the following is hereby substituted therefor:

          "10. Governing Law.  This Agreement shall be governed by and construed
               -------------
               and enforced in accordance with the laws of the State of Delaware
               without regard to the conflicts of laws rules thereof."

     5.   Notice. Subsection (vi) of Section 14 of the Stockholders Agreement is
          ------
hereby amended as follows:

          "Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois
          60603-3441, Attention Scott J. Davis, facsimile: (312) 701-7711"

          is hereby deleted in its entirety and the following is hereby
          substituted therefor:

          "Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West Wacker
          Drive, Suite 2100, Chicago, Illinois 60606, Attention: Gary P. Cullen,
          facsimile: (312) 407-0411"

     6.   Registration Rights.
          -------------------

     (a)  The first sentence of Section 2.1(a) of Exhibit A of the Stockholders
Agreement is hereby amended as follows:

          "(iii) more than two (2) Demand Registrations for the Existing
          Stockholders and their Permitted Transferees as a group"

          is hereby deleted in its entirety and the following is hereby
          substituted therefor:

          "(iii) more than three (3) Demand Registrations for the Existing
          Stockholders and their Permitted Transferees as a group"

                                       4

<PAGE>

     (b)  The third to last sentence of Section 2.1(a) of Exhibit A of the
Stockholders Agreement, which reads as follows:

          "Such Simultaneous Registration shall count as one of the Existing
          Shareholders two (2) Demand Registrations."

          is hereby deleted in its entirety and the following is hereby
          substituted therefor:

          "Such Simultaneous Registration shall count as one of the Existing
          Stockholders' three (3) Demand Registrations."

     (c)  Section 2.1(b) of Exhibit A of the Stockholders Agreement is hereby
amended as follows: "the Existing Stockholder's request shall not count as one
of the Existing Stockholders' two Demand Registrations"

          is hereby deleted in its entirety and the following is hereby
          substituted therefor:

          "the Existing Stockholder's request shall not count as one of the
          Existing Stockholders' three Demand Registrations"

     (d)  Section 2.6 of Exhibit A of the Stockholders Agreement is hereby
corrected so that "Sagittarius" reads "Sears Stockholder".

     7.   Waiver. In order to facilitate the consummation of the transactions
          ------
contemplated by the Share Exchange Agreement, each of the undersigned hereby
irrevocably and unconditionally consents to the Share Exchange, the Merger
Transaction and all other transactions contemplated by the Share Exchange
Agreement and, with respect to the Share Exchange, the Merger Transaction and
such transactions, irrevocably and unconditionally waives his or its rights and
related notification rights under Sections 2, 3, 5.1, 5.2, 5.3, 7 and 12 of the
Stockholders Agreement.

     8.   New Shares. If permitted by applicable law, the New Shares when so
          ----------
acquired by Sears shall be deemed to have been acquired as of the date the
Advance Shares were acquired by WAH.

     9.   The Share Exchange. The Share Exchange shall not be deemed a sale,
          ------------------
distribution, transfer or other similar transaction under the Stockholders
Agreement, including without limitation, Sections 2, 3, 5 or 7 therof.


     10.  Assumption of WAH Liabilities. With respect to the Stockholders
          -----------------------------
Agreement and all transactions contemplated thereunder, Sears hereby absolutely
and irrevocably assumes to be solely liable and responsible for all acts and
omissions of WAH, and Sears hereby agrees to be liable for, and to perform,
discharge and satisfy when due, as applicable, all of WAH's rights,

                                       5

<PAGE>

interests, liabilities, warranties, indemnification obligations, duties,
responsibilities and commitments of any kind or nature thereunder.

     11.  Release of WAH. Each of the parties hereto hereby releases WAH of any
          --------------
and all liabilities, obligations, duties, responsibilities and commitments of
any kind or nature that WAH has or will have in, to, under or with respect to
the Stockholders Agreement after giving effect to the assumption contemplated by
Section 10 of this Amendment.

     12.  Effectiveness. This Amendment shall become effective upon and only
          -------------
upon the consummation of the Share Exchange.

     13.  Representations and Warranties. Each party hereto represents and
          ------------------------------
warrants that (i) he or it has full power, capacity, right and authority, and
any requisite approvals or consents to enter into and perform this Amendment and
(ii) this Amendment and the performance of his or its obligations hereunder have
been duly authorized, and that this Amendment has been duly executed and
delivered by him and it and is a valid and binding agreement, enforceable
against him or it in accordance with its terms.

     14.  Severability. If any term or other provision of this Amendment is
          ------------
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Amendment shall nevertheless
remain in full force and effect to the maximum extent permitted by applicable
law. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Amendment so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that
this Amendment be enforced as originally contemplated to the greatest extent
possible.

     15.  Governing Law. This Amendment shall be governed by and construed and
          -------------
enforced in accordance with the laws of the State of Delaware without regard to
the conflicts of laws rules thereof.

     16.  Full Force and Effect. Except as provided in this Amendment, all of
          ---------------------
the terms and provisions of the Stockholders Agreement shall remain unmodified
and in full force and effect and are hereby ratified and confirmed.

     17.  Entire Agreement. The Stockholders Agreement, as amended by this
          ----------------
Amendment, together with the Company's Certificate of Incorporation and Bylaws
as in effect on the date hereof, constitute the entire agreement and
understanding among the parties pertaining to the subject matter hereof and
supersede any and all prior agreements, whether written or oral, relating
hereto.

     18.  Counterparts. This Amendment may be executed in two or more
          ------------
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

                                       6

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Amended and Restated Stockholders Agreement as of the date first written above.

                                        ADVANCE AUTO PARTS, INC.,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                        SEARS, ROEBUCK AND CO.,
                                        a New York corporation

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                        FS EQUITY PARTNERS IV, L.P.,
                                        a Delaware limited partnership

                                        By: FS Capital Partners, LLC
                                            Its: General Partner

                                            By:
                                                 -------------------------------
                                            Its:


                                        RIPPLEWOOD PARTNERS, L.P.,
                                        a Delaware limited partnership


                                        By:  ___________________________________
                                        Its:

<PAGE>

                                        RIPPLEWOOD ADVANCE AUTO PARTS
                                        EMPLOYEE FUND I L.L.C.,
                                        a Delaware limited liability company


                                        By:  ___________________________________
                                        Its:


                                        NICHOLAS F. TAUBMAN,
                                        an individual



                                        ----------------------------------------

                                        THE ARTHUR TAUBMAN TRUST DATED
                                        JULY 13, 1964


                                        By:
                                           -------------------------------------
                                           Trustee


                                        WA HOLDING COMPANY, formerly
                                        WESTERN AUTO HOLDING CO.,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                        PETER J. FONTAINE,
                                        an individual


                                        ----------------------------------------


                                        FONTAINE INDUSTRIES LIMITED PARTNERSHIP,
                                        a Nevada limited partnership

                                        By:  Peter J. Fontaine Revocable Trust
                                        Its: General Partner


                                             ----------------------------------
                                             By:  Peter J. Fontaine
                                             Its: Trustee

                                        PETER J. FONTAINE REVOCABLE TRUST,
                                        a Florida revocable trust



                                        ----------------------------------------
                                        By:  Peter J. Fontaine
                                        Its: Trustee

<PAGE>

                                    EXHIBIT B

                        ASSUMPTION AND RELEASE AGREEMENT

<PAGE>

                        ASSUMPTION AND RELEASE AGREEMENT

     THIS ASSUMPTION AND RELEASE AGREEMENT is made as of February __, 2002 (this
"Assumption Agreement") by and among Advance Auto Parts, Inc., a Delaware
corporation (the "Company"), Advance Stores Company, Incorporated, a Virginia
corporation, Sears, Roebuck and Co., a New York corporation ("Sears"), WA
Holding Company, a Delaware corporation ("WAH"), Western Auto Supply Company, a
Delaware corporation, FS Equity Partners IV, L.P., a Delaware limited
partnership, Ripplewood Partners, L.P., a Delaware limited partnership,
Ripplewood Advance Auto Parts Employee Fund I L.L.C., a Delaware limited
liability company, Nicholas F. Taubman, an individual, the Arthur Taubman Trust
dated July 13, 1964, Peter J. Fontaine, an individual, Fontaine Industries
Limited Partnership, a Nevada limited partnership, and the Peter J. Fontaine
Revocable Trust, a Florida revocable trust. All capitalized terms used but not
defined herein shall have the meanings given to them in that certain Share
Exchange Agreement dated as of the date hereof (the "Share Exchange Agreement")
made by and between the Company and Sears and to which the form of this
Agreement is attached as Exhibit B.

                                    RECITALS

     WHEREAS, pursuant to the Share Exchange Agreement, the Company has agreed
to issue the New Shares to Sears in exchange for Sears' transfer of the WAH
Shares to the Company;

     WHEREAS, immediately following the exchange described above, the Company
shall effect the Merger Transaction, whereby WAH shall merge with and into the
Company, with the Company being the surviving corporation, and the Company shall
cancel the Advance Shares held WAH;

     WHEREAS, pursuant to the Share Exchange Agreement, Sears has represented
and warranted to the Company that WAH has no liabilities, obligations or
commitments, contractual or otherwise, of any kind or nature except as disclosed
or described therein, and that, notwithstanding the disclosure of such
liabilities, obligations and commitments, Sears shall assume and release WAH
from, and indemnify and hold harmless the Company Indemnitees from, all
liabilities, obligations and commitments of WAH in accordance with the terms
thereof; and

     WHEREAS, in accordance with the foregoing, Sears and the other parties
hereto desire to enter into this Assumption Agreement, whereby (i) Sears assumes
all of WAH's liabilities and obligations with respect to the Scheduled
Agreements (as defined herein), as well as any other contractual liabilities or
obligations of WAH, whether or not disclosed or described in the Share Exchange
Agreement, and Sears and the other parties hereto release WAH from such
liabilities

<PAGE>

and obligations and (ii) Sears agrees to perform and discharge all of WAH's
liabilities and obligations, under the terms set forth herein;


                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound hereby, agree as follows:

     1. Assumed WAH Liabilities. Sears hereby absolutely and irrevocably assumes
        -----------------------
to be solely liable and responsible for and to perform, discharge and satisfy
when due the WAH Liabilities (as defined in the Share Exchange Agreement). In
accordance with the terms of Section 4.1 of the Share Exchange Agreement, Sears
shall indemnify and hold harmless the Company Indemnitees from any and all WAH
Liabilities, whether or not such WAH Liabilities, by their terms, can be assumed
by Sears hereunder.

     2. Release. Except for WAH, each of the parties hereto, after giving effect
        -------
to the assumption by Sears of the WAH Liabilities under Section 1 hereof, hereby
releases WAH of any and all liabilities, warranties, indemnification
obligations, duties, responsibilities and commitments of any kind or nature that
WAH has or will have in, to, under or with respect to the WAH Liabilities.

     3. Further Assurances. At any time or from time to time after the Closing,
        ------------------
each of the parties agrees to cooperate with each other, and at the request of
any other party, to execute and deliver any further instruments or documents and
to take all such further action as such other party may reasonably request in
order to evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise carry out the intent of the parties
hereunder.

     4. Entire Agreement; Amendment. This Assumption Agreement and the other
        ---------------------------
documents delivered pursuant hereto at the Closing constitute the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof and thereof. Except as expressly provided herein, neither
this Assumption Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the other parties
hereto.

     5. Governing Law. This Assumption Agreement shall be governed by and
        -------------
interpreted under the laws of the State of Delaware, without giving effect to
principles of conflicts of laws.

     6. Severability. In the event that any term or provision of this Assumption
        ------------
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, invalid, unenforceable or void, this Assumption Agreement shall
continue in full force and effect without

                                       2

<PAGE>

said provision. Upon such determination that any term or provision of this
Assumption Agreement is illegal, invalid, unenforceable or void, the parties
shall negotiate in good faith to modify this Assumption Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that this Assumption Agreement may be enforced as
originally contemplated to the greatest extent possible.

     7. Successors and Assigns. This Assumption Agreement shall benefit and bind
        ----------------------
the successors, assigns, heirs, executors and administrators of the parties to
this Assumption Agreement.

     8. Facsimile Signatures. Any signature page delivered by a fax machine
        --------------------
shall be binding to the same extent as an original signature page, with regard
to any agreement subject to the terms hereof or any amendment thereto. Any party
who delivers such a signature page agrees to later deliver promptly an original
signature page to any other party upon such other party's request.

     9. Counterparts. This Assumption Agreement may be executed in counterparts,
        ------------
all of which shall for all purposes be deemed to be an original and all of which
shall constitute the same instrument.

                                       3

<PAGE>

         IN WITNESS WHEREOF, the parties have entered into this Assumption and
Release Agreement as of the date first above written.

                                        ADVANCE AUTO PARTS, INC.,
                                        a Delaware corporation

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:


                                        ADVANCE STORES COMPANY, INCORPORATED,
                                        a Virginia corporation

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:


                                        SEARS, ROEBUCK AND CO.,
                                        a New York corporation

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:

                                        WA HOLDING COMPANY, formerly
                                        WESTERN AUTO HOLDING CO.,
                                        a Delaware corporation

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:

                                        WESTERN AUTO SUPPLY COMPANY,
                                        a Delaware corporation

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:

<PAGE>

                                        FS EQUITY PARTNERS IV, L.P.,
                                        a Delaware limited partnership

                                        By: FS Capital Partners, LLC
                                            Its: General Partner

                                            By:
                                                 ------------------------------
                                            Its:

                                        RIPPLEWOOD PARTNERS, L.P.,
                                        a Delaware limited partnership


                                        By:   _________________________________
                                        Its:

                                        RIPPLEWOOD ADVANCE AUTO PARTS
                                        EMPLOYEE FUND I L.L.C.,
                                        a Delaware limited liability company


                                        By:   _________________________________
                                        Name:
                                        Title:

                                        NICHOLAS F. TAUBMAN,
                                        an individual


                                        /s/ Nicholas F. Taubman
                                        ---------------------------------------


                                        THE ARTHUR TAUBMAN TRUST DATED
                                        JULY 13, 1964

                                        By:
                                              ---------------------------------
                                        Name:
                                        Title:

<PAGE>

                                        PETER J. FONTAINE,
                                        an individual



                                        ---------------------------------------


                                        FONTAINE INDUSTRIES LIMITED PARTNERSHIP,
                                        a Nevada limited partnership

                                        By:  Peter J. Fontaine Revocable Trust
                                        Its: General Partner


                                                -------------------------------
                                                By:  Peter J. Fontaine
                                                Its: Trustee

                                        PETER J. FONTAINE REVOCABLE TRUST,
                                        a Florida revocable trust


                                        ---------------------------------------
                                        By:  Peter J. Fontaine
                                        Its: Trustee

<PAGE>

                                   SCHEDULE A

                              Scheduled Agreements

1.   Agreement and Plan of Merger dated as of August 16, 1998 by and among
     Sears, Roebuck and Co., WA Holding Company (formerly, Western Auto Holding
     Co.), Advance Holding Corporation, Advance Stores Company, Incorporated,
     Western Auto Supply Company, Advance Acquisition Corporation and those
     stockholders of Advance Holding Corporation listed on the signature page
     thereto.

2.   Amended and Restated Stockholders Agreement dated as of November 2, 1998,
     as amended by Amendment No. 1 to Amended and Restated Stockholders
     Agreement dated as of November 28, 2001 by and among Advance Holding
     Corporation, Advance Auto Parts, Inc., FS Equity Partners IV, L.P.,
     Ripplewood Partners, L.P., Ripplewood Advance Auto Parts Employee Fund I
     L.L.C., Nicholas F. Taubman, the Arthur Taubman Trust dated July 13, 1964,
     WA Holding Company, Peter J. Fontaine, Fontaine Industries Limited
     Partnership (the "Fontaine Partnership") and the Peter J. Fontaine
     Revocable Trust.