Exhibit
10.5


CONFIDENTIAL TREATMENT REQUESTED BY BEST BUY CO., INC. FOR PORTIONS OF
THIS EXHIBIT PURSUANT TO RULE 24b-2 ADOPTED UNDER THE FREEDOM OF INFORMATION
ACT (“FOIA”) AND SECTION 552(b)(4) OF FOIA


SUPPLEMENTAL CONFIRMATION


	
  To:

  	
   

  	
  Best Buy Co., Inc. 

  7601 Penn Avenue South 

  Richfield, MN 55423

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Uncollared Accelerated Stock Buyback

  
	
   

  	
   

  	
   

  
	
  Ref.
  No:

  	
   

  	
  SDB1625958187

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  June 26, 2007

  



 


The purpose of this Supplemental Confirmation is to confirm the terms
and conditions of the Transaction entered into between Goldman, Sachs & Co.
(“GS&Co.”) and Best Buy Co., Inc. (“Counterparty”) (together, the “Contracting
Parties”) on the Trade Date specified below.  This Supplemental Confirmation is a binding
contract between GS&Co. and Counterparty as of the relevant Trade Date for
the Transaction referenced below.


1.             This Supplemental
Confirmation supplements, forms part of, and is subject to the Master
Confirmation dated as of June 26, 2007 (the “Master
Confirmation”) between the Contracting Parties, as amended and
supplemented from time to time.  All
provisions contained in the Master Confirmation govern this Supplemental
Confirmation except as expressly modified below.


2.             The terms of the
Transaction to which this Supplemental Confirmation relates are as follows:


	
  Trade Date:

  	
   

  	
  June 26, 2007

  
	
   

  	
   

  	
   

  
	
  Forward Price Adjustment Amount:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Valuation Period Start Date:

  	
   

  	
  The first Exchange Business Day immediately
  following the

  Hedge Period End Date (the “Reference Date”)
  of the Collared 

  Accelerated Buyback transaction between Counterparty and 

  GS&Co. with a trade date of June 26, 2007

  
	
   

  	
   

  	
   

  
	
  Scheduled Termination Date:

  	
   

  	
  February 29, 2008

  
	
   

  	
   

  	
   

  
	
  First Acceleration Date:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Prepayment Amount:

  	
   

  	
  USD500,000,000

  
	
   

  	
   

  	
   

  
	
  Prepayment Date:

  	
   

  	
  July 2, 2007

  



 






* Confidential material
omitted and filed separately with the U.S. Securities and Exchange Commission
pursuant to a request for confidential treatment.













 


	
  Initial Shares:

  	
   

  	
  A number of Shares equal to 80% of the Prepayment
  Amount

  divided by the Hedge Period Reference Price; provided
  that if

  GS&Co. is unable to borrow or otherwise acquire a number of 

  Shares equal to the Initial Shares for delivery to Counterparty on 

  the Initial Share Delivery Date, the Initial Shares shall be reduced 

  to such number of Shares that GS&Co. is able to so borrow or 

  otherwise acquire.

  
	
   

  	
   

  	
   

  
	
  Hedge Period Reference Price:

  	
   

  	
  The Hedge Period Reference Price set forth in the
  Trade

  Notification delivered under the Collared Accelerated Buyback 

  transaction between Counterparty and GS&Co. with a trade date

  of June 26, 2007

  
	
   

  	
   

  	
   

  
	
  Initial Share Delivery Date:

  	
   

  	
  The date that is 4 Exchange Business Days
  immediately after the 

  Reference Date.

  
	
   

  	
   

  	
   

  
	
  Ordinary Dividend Amount:

  	
   

  	
  With respect to the quarterly dividend of the
  Issuer for the fiscal 

  quarter of the Issuer beginning June 3, 2007, which is payable on 

  July 31, 2007 to shareholders of record as of the close of business 

  on July 10, 2007, USD 0.10.  For any fiscal quarter of the Issuer 

  thereafter, USD 0.13.

  
	
   

  	
   

  	
   

  
	
  Termination Price:

  	
   

  	
  USD10.00 per Share

  
	
   

  	
   

  	
   

  
	
  Additional Relevant Days:

  	
   

  	
  The 10 Exchange Business Days immediately following
  the later 

  of the last day of the Calculation Period or, if applicable, any 

  settlement date pursuant to the terms of Annex A.

  



 


3.             Counterparty
represents and warrants to GS&Co.
that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under
the Exchange Act) has made any purchases of blocks pursuant to the proviso in
Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks
immediately preceding the Trade Date.


4.             This Supplemental
Confirmation may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Supplemental Confirmation by signing and delivering one or more counterparts.






* Confidential material
omitted and filed separately with the U.S. Securities and Exchange Commission
pursuant to a request for confidential treatment.



 2















 


	
  

  	
   

  	
  Yours sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Debra Tageldein

  	
   

  
	
   

  	
   

  	
        Authorized
  Signatory

  



 


	
  Agreed and Accepted By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BEST BUY CO., INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
    /s/ Ryan D. Robinson

  	
   

  
	
   

  	
   

  	
    Name:   Ryan D. Robinson

  
	
   

  	
   

  	
    Title:     Senior
  Vice President and Chief 

    Financial Officer – New Growth Platforms

  
						



 






* Confidential material omitted and filed separately with the U.S.
Securities and Exchange Commission pursuant to a request for confidential
treatment.