Exhibit
10.4


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:

  	
   

  	
  Collared Accelerated Stock Buyback

  
	
   

  	
   

  	
   

  
	
  Ref.
  No:

  	
   

  	
  SDB1625958186

  
	
   

  	
   

  	
   

  
	
  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:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Hedge Period Start Date:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Hedge Period End Date:

  	
   

  	
  * or such earlier day as elected by GS&Co.;
  provided that GS&Co. shall choose the same Hedge Period End Date for each
  of the transactions with the same Trade Date as this Transaction.

  
	
   

  	
   

  	
   

  
	
  Scheduled Termination Date:

  	
   

  	
  February 29, 2008

  
	
   

  	
   

  	
   

  
	
  First Acceleration Date:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Prepayment Amount:

  	
   

  	
  USD500,000,000

  
	
   

  	
   

  	
   

  
	
  Prepayment Date:

  	
   

  	
  July 2, 2007

  
	
   

  	
   

  	
   

  
	
  Initial Share Delivery Date:

  	
   

  	
  July 6, 2007

  



 






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













 


	
  Initial Shares:

  	
   

  	
  7,072,279; 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.

  
	
   

  	
   

  	
   

  
	
  Interim Shares:

  	
   

  	
  As set forth in the Trade Notification, the Minimum
  Shares.

  
	
   

  	
   

  	
   

  
	
  Minimum Shares:

  	
   

  	
  As set forth in the Trade Notification, to be a
  number of Shares equal to (a) the Prepayment Amount divided by
  (b) 110% of the Hedge Period Reference Price.

  
	
   

  	
   

  	
   

  
	
  Maximum Shares:

  	
   

  	
  As set for in the Trade Notification, to be a number
  of Shares equal to (a) the Prepayment Amount divided by
  (b) 95% of the Hedge Period Reference Price.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  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 not in respect of a Second
  Settlement.

  



 


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.