Exhibit 10.46


    Exhibit
      10.46

    


    Severance,
      Release and Noncompetition Agreement 

    


    This
      Severance, Release and Noncompetition Agreement (“Agreement”) is entered into as
      of December 8, 2005 by and among Advance Auto Parts, Inc. (“AAP”), Advance
      Stores Company, Incorporated (“ASCI”) (“AAP” and “ASCI” are jointly and
      severally hereinafter referred to as “Advance”) and Jeffrey T. Gray
      (“Employee”).

    


    WHEREAS,
      Advance and Employee have determined that their mutual interests are best served
      if Employee terminates his employment with Advance, and have further agreed
      that
      Employee will resign from his employment with Advance effective as of February
      28, 2006 (the “Effective Date”); 

    


    WHEREAS,
      Employee has determined he will resign from all officer and director positions
      at Advance and all subsidiary and affiliated Companies, effective
      immediately;

    


    WHEREAS,
      Advance has agreed to provide to Employee the benefits and payments provided
      for
      in this Agreement, which are in addition to the benefits and payments which
      Advance is otherwise obligated to provide to Employee in connection with the
      termination of Employee’s employment with Advance (which additional benefits and
      payments include, but are not limited to, salary continuation for Ten (10)
      months and bonus eligibility continuation for the remainder of fiscal 2005)
      in
      return for the additional covenants, agreements and obligations of Employee
      provided for in this Agreement; and

    


    WHEREAS,
      Employee is willing to accept the additional benefits and payments to him
      provided for in this Agreement and to comply with the terms and conditions
      of
      this Agreement, and the terms and conditions of all other agreements between
      Advance and Employee (as modified herein) which survive the termination of
      Employee’s employment with Advance.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises, the mutual promises
      of
      the parties set forth herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

    


    
      	1.  	
              Recitals.
                The parties hereto agree that the foregoing recitals in this Agreement
                are
                true and accurate.

            


    

    


    
      	2.  	
              Discharge
                of Severance Obligations.
                Advance shall pay to Employee and Employee accepts from Advance the
                following:

            


    

    


    
      	2.01.  	
              A
                lump sum payment, less all applicable withholding taxes and payroll
                deductions, which shall be paid to Employee within two weeks after
                the
                Effective Date, and which shall represent payment for the amount
                of his
                hours of accrued but unused vacation time to which Employee would
                have
                been entitled as of the Effective Date had he not terminated his
                employment with Advance.

            


    

    


    
      	2.02.  	
              (a)
                A
                lump sum bonus payment attributable to the fourth fiscal quarter
                of 2005
                of that amount which Employee would have been entitled to (if any)
                had
                Employee remained an Employee through the time required to receive
                such
                bonus payment. Such bonus payment shall be made at the time the fourth
                quarter bonus payment is made to other executives and shall include
                any
                annual roll-up amounts that would have been earned. Employee shall
                not be
                entitled to any bonus payments attributable to the 2006 fiscal
                year.

            


    

    
       

      
        
          	  	
                  (b) When
                    the item described in section 2.02(a) above is paid to Employee,
                    such
                    payment shall constitute payment in full of Advance’s obligations under
                    the 2005 Bonus

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

     

     

     

     

    
      
        	  	
                Plan
                  for Employee, a copy of which is attached hereto as Exhibit A (“2005 Bonus
                  Plan”) and Employee shall be entitled to no further bonus
                  payments.

              


      

       

    

    
      	2.03.  	
              The
                sum of $208,346.67, the equivalent of ten (10) months of Employee’s
                applicable salary as of the date of his termination of employment
                with
                Advance, which shall be paid in equal installments (on the normal
                management pay cycle) during the ten (10) month period commencing
                on March
                1, 2006, less all applicable withholding taxes and payroll
                deductions.

            


    

    


    
      	2.04.  	
              All
                payments to Employee under the provisions of Sections 2.01 and 2.03
                will
                not be eligible for deferral or matching contributions under any
                pension
                or benefit plan.

            


    

    


    
      	2.05.  	
              Outplacement
                services for 12 months shall be provided to Employee under the Executive
                Program by Lee Hecht Harrison to include consulting, search support
                and
                administrative services.

            


    

     

    
      


      
        	3.  	
                
                  Medical Insurance Coverage. Advance will provide continued
                    group health insurance coverage to Employee under the same terms
                    and
                    conditions as provided to other executives of the Company until
                    February
                    28, 2006. Advance will provide continued group health insurance
                    coverage
                    pursuant to federal law under the regulations governing COBRA
                    continuation
                    coverage, and under the terms of the applicable group health
                    plan(s) or
                    successor plan(s). The date of the qualifying event is February
                    28, 2006,
                    for COBRA continuation coverage purposes. From the period March
                    1, 2006
                    through December 31, 2006, the Company shall pay that amount
                    of COBRA cost
                    on behalf of Employee so that Employee shall only be required
                    to pay that
                    amount he would have had to pay had he still been employed during
                    that
                    time period.

                

              


      

      
        


        
          	4.  	
                  
                    
                      Release
                        and Waiver.
                        Employee for himself, his heirs, executors, administrators
                        and assigns,
                        hereby knowingly, voluntarily and unconditionally releases,
                        waives, and
                        forever discharges Advance and Advance’s subsidiaries (including but not
                        limited to Western Auto Supply Company), parents, affiliates,
                        and their
                        joint and several employees, officers, directors, shareholders,
                        investors,
                        benefit plans, trustees, and their successors and assigns
                        (hereinafter
                        jointly and severally referred to for purposes of this Agreement
                        as
                        “Releasees”), from any and all obligations, claims, demands, liabilities,
                        judgments, causes of action, suits at law or in equity, in
                        tort, contract,
                        by statute or on any other basis, for pay and/or benefits,
                        for
                        compensatory, punitive or other damages, attorney fees, expenses,
                        reimbursements, or costs of any kind, including, but not
                        limited to, any
                        and all claims, demands, rights and/or causes of action under
                        Title VII of
                        the Civil Rights Act of 1964, as amended, the Civil Rights
                        Act of 1991,
                        the Fair Labor Standards Act, the Family and Medical Leave
                        Act, the Age
                        Discrimination in Employment Act, the Americans with Disabilities
                        Act, the
                        Rehabilitation Act of 1973, the Workers Adjustment Retraining
                        and
                        Notification Act, the Employee Retirement Income Security
                        Act or any other
                        federal, state, or local statute or ordinance or any other
                        claims, whether
                        statutory or based on common law, arising: (a) by reason
                        of his employment
                        with Advance or the cessation of that employment or circumstances
                        related
                        thereto; or (b) by reason of any other matter, cause, or
                        thing done,
                        omitted or suffered to be done prior to and including the
                        date on which
                        Employee signs below. The parties agree and understand that
                        this is not to
                        be construed as an admission of liability by the Releasees
                        or any other
                        person or entity released hereby, by whom any liability is
                        expressly
                        denied. The Releasees expressly deny violation of any of
                        their policies,
                        procedures or agreements, or of any federal, state or local
                        laws or
                        regulations. Employee further acknowledges that he may subsequently
                        discover facts which were in existence at the time this Agreement
                        and
                        general release is signed in addition to or different from
                        those which he
                        now knows or believes to exist with respect to the subject
                        matter of this
                        Agreement and which, if known or suspected at the time of
                        executing this
                        Agreement, may have materially affected this Agreement and
                        settlement.
                        Nevertheless, Employee hereby waives any right, claim or
                        cause of action
                        that might arise as a result of such different or additional
                        facts
                        provided such facts were in existence at
                        the

                    

                  

                


        

        
          
             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                	 	
                        
                          
                            time
                              this Agreement and general release is
                              signed.

                          

                        

                      


              

              
                
                   

                

              

            

            
              	5.  	
                      
                        
                          
                            Derogatory
                              or Defamatory Statements.
                              Employee agrees that he will not, by any means or in
                              any media, make or
                              provide any comment, information, communication, expression,
                              statement or
                              depiction detrimental, injurious or derogatory to the
                              interests of Advance
                              (including its directors, officers, employees, investors,
                              shareholders,
                              affiliates or related entities) (collectively referred
                              to in this Section
                              as the “Company”), and further agrees that he will not disparage,
                              denigrate, or cast the Company in an unfavorable light
                              in any manner.
                              Employee also agrees that he will not encourage or
                              facilitate any other
                              person to make any derogatory or disparaging comments
                              on his behalf, or
                              attributable to him, or based in any way upon information
                              he supplied,
                              about the Company or consent to or approve any such
                              action by another
                              person. Specifically, Employee recognizes that by virtue
                              of his position
                              with Advance or his knowledge of the Company or other
                              information he
                              possesses (including, but not limited to Confidential
                              Information as
                              defined in the Employment Agreement), he may be subjected
                              to inquiries or
                              otherwise approached by the media (general or trade),
                              potential or actual
                              investors, business persons (including, but not limited
                              to, industry
                              competitors) or other persons, and asked for his opinions
                              or comments
                              regarding matters relating to the Company, which may
                              include, but is not
                              limited to, information regarding the business plans,
                              strategies,
                              personnel, officers, directors, and/or present or former
                              employees of the
                              Company, and potential or actual investors. While this
                              Agreement is not
                              intended to unduly restrict Employee’s ability to respond to any such
                              inquiries, both the Company and Employee desire to
                              avoid any issues or
                              situations in which Employee’s opinions, comments or statements could be
                              misunderstood or mischaracterized to the detriment
                              of the Company, or
                              would violate in any way this Section of the Agreement.
                              In order to avoid
                              any such potential problems, Employee agrees to be
                              vigilant of and
                              extremely sensitive to such matters at all times, and
                              will, in accordance
                              with the spirit and intent of this Agreement (and this
                              Section 6) respond
                              to any such inquiry or approach with a response that
                              complies with the
                              intent, spirit and general purpose underlying this
                              Section 6, or Employee
                              will not respond at all to the inquiry or approach.
                              If Employee has any
                              questions in the future regarding the scope or intent
                              of this Section 6
                              and its applicability to a particular circumstance,
                              Employee agrees to
                              contact the Chief Executive Officer; the Senior Vice
                              President, Human
                              Resources; or the General Counsel of ASCI and discuss
                              the matter with the
                              Advance officer so contacted before responding to any
                              inquiry or approach.
                              Nothing herein shall prevent Employee from correcting
                              any false,
                              misleading or deceptive statements made about
                              Employee.

                          

                        

                      

                    


            

             

          

        

      

    

    
      	6.  	
              Cooperation.
                Employee acknowledges that by virtue of his position with Advance,
                he has
                knowledge of a substantial number of business matters involving Advance.
                Employee agrees to cooperate fully with Advance and/or its representatives
                and agents as to any matters upon which Employee has knowledge or
                on which
                he had any involvement prior to the termination of his employment.
                Without
                limiting the scope of the above sentence, Employee agrees to make
                himself
                reasonably available to assist Advance and its representatives and
                agents
                with any business and/or litigation (or potential litigation) matters
                affecting or involving Advance. Employee acknowledges that this obligation
                may require travel and appearance at meetings and/or other functions
                and
                Employee may only be provided with short notice for such cooperative
                efforts. Employee shall be reimbursed for all reasonable costs of
                travel.

            


    

    


    
      	7.  	
              Non-Recruitment.
                Employee
                agrees that through December 31, 2006, Employee shall not, directly
                or
                indirectly, cause any person engaged or employed by Advance or its
                Affiliates (whether part-time or full-time and whether as an officer,
                employee, consultant, agent, adviser or independent contractor) (a
“team
                member”) to voluntarily leave the employ of or engagement with Advance or
                its Affiliates, as the case may be, or to cease providing the services
                to
                or on behalf of Advance or its Affiliates, as the case may be, then
                provided by such team member. Employee further agrees that, during
                the
                same time period, he will not in any manner seek to engage or employ
                any
                such team member (whether or not for compensation) as an
                officer,

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	  	
                  employee,
                    consultant, agent, adviser or independent contractor for any
                    Person other
                    than Advance.

                


        

        
           

        

      

      
        	8.  	
                
                  Reasonableness
                    of Terms and Covenants.
                    Employee acknowledges that Advance would not have agreed to enter
                    into
                    this Agreement with Employee unless he agreed to comply with
                    the terms
                    contained herein including, but not limited to, numbered Sections
                    4
                    through 7 above. Accordingly, Employee further agrees that the
                    terms and
                    covenants set forth in numbered Sections 4 through 7 above are
                    reasonable
                    and necessary to protect the legitimate business and other interests
                    of
                    Advance.

                

              


      

      
        
          


          
            	9.  	
                    
                      
                        Reliance.
                          In accepting the terms of this Agreement, Employee understands
                          and agrees
                          that is he relying wholly on his own judgment, belief,
                          and knowledge
                          and/or that of his own attorneys and advisors regarding
                          this Agreement and
                          the matters and occurrences in question. Employee has not
                          been influenced
                          to any extent whatsoever in entering this Agreement by
                          representations or
                          statements made by any person, firm or entity hereby released,
                          or by
                          persons representing or acting for them or on their behalf
                          employed.
                          Employee’s decision to sign this Agreement and general release is
                          entirely
                          voluntary and with full understanding of its consequences
                          and without
                          being coerced or threatened with retaliation of any sort.
                          He and his
                          attorneys and advisors have been given ample opportunity
                          to ask questions,
                          consider, read, review and analyze this Agreement and general
                          release and
                          Employee acknowledges that he fully understands its terms
                          and
                          conditions.

                      

                    

                  


          

          
            
              


              
                	10.  	
                        
                          
                            
                              Company
                                Obligations.
                                Advance agrees that it will not by any means or in
                                any media, make or
                                provide any comment, information, communication,
                                expression, statement or
                                depiction detrimental, injurious or derogatory to
                                the interests of
                                Employee and further agrees that it will not disparage,
                                denigrate or cast
                                Employee in an unfavorable light in any manner. Advance
                                represents that it
                                has no intention to bring any action against Employee
                                and will not bring
                                any such action against Employee for anything currently
                                known by Advance
                                and relating to Employee’s employment with
                                Advance.

                            

                          

                        

                      


              

              
                
                  


                  
                    	11.  	
                            
                              
                                
                                  Confidential.
                                    The parties will treat this Agreement as strictly
                                    confidential, and will
                                    accordingly not disclose the terms and conditions
                                    hereof to any third
                                    party except in the course of any judicial proceedings
                                    relating to the
                                    enforcement of this Agreement, pursuant to a
                                    court order, or as otherwise
                                    required by
                                    law.

                                

                              

                            

                          


                  

                  
                    
                      


                      
                        	12.  	
                                
                                  
                                    
                                      
                                        Entire
                                          Agreement.
                                          This Agreement (and the attached Exhibit)
                                          constitutes the entire agreement
                                          between the parties and the terms herein
                                          are considered by said parties to
                                          be contractual in nature and not a mere
                                          recital. No change or modification
                                          of this Agreement will be valid unless
                                          it is in writing and signed by the
                                          parties hereto. If any term of this Agreement
                                          conflicts with any of the
                                          terms of any Employment Agreement, or any
                                          other contract or agreement
                                          between Employee and Advance, the terms
                                          of this Agreement will control.
                                          This Agreement and the other documents
                                          it references and modifies,
                                          constitute and contains the full, complete
                                          and entire agreement and
                                          understanding concerning Employee’s employment, all compensation of any
                                          nature due Employee and the other subject
                                          matters addressed herein between
                                          the parties, and supersedes and replaces
                                          all prior negotiations and all
                                          agreements proposed or otherwise, whether
                                          written or oral, concerning the
                                          subject matters contained or referenced
                                          herein.

                                      

                                    

                                  

                                

                              


                      

                      
                        
                          


                          
                            	13.  	
                                    
                                      
                                        
                                          
                                            
                                              Specific
                                                Performance.
                                                Employee acknowledges that it would
                                                be impossible to determine the amount
                                                of damages that would result from
                                                any breach of any of the provisions
                                                of
                                                this Agreement by Employee and that
                                                the remedy at law for any breach,
                                                or
                                                threatened breach, of any of the
                                                provisions of this Agreement would
                                                likely
                                                be inadequate and, accordingly, agrees
                                                that Advance shall, in addition to
                                                any other rights or remedies which
                                                they may have, be entitled to seek
                                                such
                                                equitable and injunctive relief as
                                                may be available from any court of
                                                competent jurisdiction to restrain
                                                Employee from violating any of the
                                                provisions of this Agreement. In
                                                connection
                                                with

                                            

                                          

                                        

                                      

                                    

                                  


                          

                          
                            
                              
                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                 

                                
                                  	  	
                                          
                                            
                                              
                                                
                                                  
                                                    any
                                                      action or proceeding for injunctive
                                                      relief, Employee hereby waives
                                                      the
                                                      claim or defense that a remedy
                                                      at law alone is adequate and
                                                      agrees, to the
                                                      maximum extent permitted by
                                                      law, to have each provision
                                                      of this Agreement
                                                      specifically enforced against
                                                      him, without the necessity
                                                      of posting bond
                                                      or other security against him,
                                                      and consents to the entry of
                                                      injunctive
                                                      relief enjoining or restraining
                                                      any breach or threatened breach
                                                      of this
                                                      Agreement.

                                                  

                                                

                                              

                                            

                                          

                                        


                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          	14.  	
                  
                    
                      
                        
                          
                            Return
                              of Corporate Property.
                              Employee hereby agrees that he will immediately turn
                              over to Advance all
                              files, documents, notes or other records (of any form
                              or nature, including
                              but not limited to tape, disk or other electronic storage
                              method) in his
                              possession or control (or the possession or control
                              of his attorneys)
                              pertaining to the operation, business, personnel and/or
                              affairs of Advance
                              and that he, and his attorneys and agents, will not
                              retain copies of any
                              such files, notes, documents or records and further
                              that he will not
                              disclose the contents of any such files, notes, documents
                              or records to
                              any other person, entity, agency, association, business,
                              organization,
                              firm or corporation. Employee shall be permitted to
                              retain his lap top
                              computer after all company information has been deleted
                              by Advance
                              technical personnel. Employee further covenants and
                              agrees that he will
                              not at any time disclose to any other person, entity,
                              agency, association,
                              business, organization, firm or corporation any information
                              regarding the
                              operations, business and affairs of Advance other than
                              information which
                              is customarily made available to the general public,
                              without the prior
                              written consent of Advance or except as may be required
                              by law or legal
                              process after prior notice to Advance and a reasonable
                              opportunity under
                              the circumstances for Advance to evaluate the necessity
                              of such proposed
                              disclosure and to seek to oppose or limit
                              it.

                          

                        

                      

                    

                  

                


        

        
           

          
            
              
                	15.  	
                        
                          
                            
                              
                                
                                  
                                    Notices.
                                      Any and all notices, designations, consents,
                                      offers, acceptances, or any
                                      other communications provided for herein shall
                                      be given in writing and
                                      shall be deemed given on the date received
                                      if sent by registered or
                                      certified mail, return receipt requested; or
                                      on the date actually received
                                      if sent by express mail or other similar overnight
                                      delivery or if hand
                                      delivered or if sent via facsimile, which shall
                                      be
                                      addressed:

                                  

                                

                              

                            

                          

                        

                      


              

               

            

          

        

      

    

    If
      to
      Advance:

    


    5673
      Airport Road

    Roanoke,
      Virginia 24012

    Attention:
      Chief Executive Officer

    Telephone:
      (540) 561-4109

    Fax:
      (540) 561-1699

     

    cc:
      General Counsel

    Telephone:
      (540) 561-3225

    Fax:
      (540) 561-1448

    


     

    If
      to
      Employee:

    


    Jeffrey
      T. Gray    

    Address:

    Telephone: 
      

    
      
         

        
          
            
              	16.  	
                      
                        
                          
                            
                              
                                
                                  
                                    Governing
                                      Law.
                                      This Agreement shall be subject to and governed
                                      by the laws of the
                                      Commonwealth of
                                      Virginia.

                                  

                                

                              

                            

                          

                        

                      

                    


            

            
              
                 

                
                  
                    
                      	17.  	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            Severability.
                                              The invalidity or unenforceability
                                              of any covenant or any other provision
                                              of this Agreement shall not affect
                                              the other provisions hereof. The
                                              parties to this Agreement agree
                                              that

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                    
                      
                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          
                            
                              	  	
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    if
                                                      a court should find that a
                                                      covenant or provision of this
                                                      Agreement is
                                                      invalid or unenforceable that
                                                      the court is empowered to modify
                                                      or redraft
                                                      the invalid or unenforceable
                                                      provision to one which is valid
                                                      and
                                                      enforceable and comes closest
                                                      to fulfilling the intent of
                                                      the parties as
                                                      expressed in the original provision.
                                                      In the event that the court
                                                      can not
                                                      redraft or modify the provision,
                                                      then this Agreement shall be
                                                      construed in
                                                      all respects as if such invalid
                                                      or unenforceable provision
                                                      were
                                                      omitted.

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    


                            

                            
                               

                            

                          

                        

                      

                      
                        
                          
                            	18.  	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    Successors
                                                      and Assigns Binding Effect.
                                                      This Agreement shall be binding
                                                      upon and inure to the benefit
                                                      of Advance
                                                      and Employee and their respective
                                                      heirs, legal representatives,
                                                      executors,
                                                      administrators, successors
                                                      and assigns, provided that
                                                      Employee may not
                                                      assign his rights or delegate
                                                      his obligations
                                                      hereunder.

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  


                          

                          
                            
                              
                                 

                                
                                  
                                    
                                      	19.  	
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              No
                                                                Waiver.
                                                                The failure by Advance
                                                                to enforce any of
                                                                its rights hereunder
                                                                shall not be
                                                                deemed to be a waiver
                                                                of such rights, unless
                                                                such waiver is in
                                                                writing and
                                                                signed by the waiving
                                                                party. Waiver of
                                                                any one breach shall
                                                                not be deemed
                                                                to be a waiver of
                                                                any other breach
                                                                of the same or any
                                                                other provision
                                                                hereof.

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            


                                    

                                    
                                      
                                        
                                           

                                          
                                            
                                              
                                                	20.  	
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      No
                                                                        Construction
                                                                        Against Any
                                                                        Party.
                                                                        Legal counsel
                                                                        for each
                                                                        of the respective
                                                                        parties (Employee
                                                                        and Advance)
                                                                        reviewed
                                                                        this Agreement.
                                                                        This Agreement
                                                                        is the product
                                                                        of informed
                                                                        negotiations
                                                                        among Employee
                                                                        and Advance
                                                                        and if any
                                                                        part of this
                                                                        Agreement
                                                                        is deemed
                                                                        to be unclear
                                                                        or ambiguous,
                                                                        it shall
                                                                        be construed
                                                                        as if it
                                                                        were
                                                                        drafted jointly
                                                                        by all parties.
                                                                        Moreover,
                                                                        Employee
                                                                        and Advance
                                                                        each
                                                                        acknowledge
                                                                        that no party
                                                                        was in a
                                                                        superior
                                                                        bargaining
                                                                        position
                                                                        regarding
                                                                        the substantive
                                                                        terms of
                                                                        this
                                                                        Agreement.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      


                                              

                                              
                                                
                                                  
                                                     

                                                    
                                                      
                                                        
                                                          	21.  	
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                Effective
                                                                                  Date.
                                                                                  This
                                                                                  Agreement
                                                                                  shall
                                                                                  become
                                                                                  effective
                                                                                  the
                                                                                  first
                                                                                  business
                                                                                  day
                                                                                  after
                                                                                  the
                                                                                  expiration
                                                                                  of
                                                                                  the
                                                                                  required
                                                                                  seven
                                                                                  (7)
                                                                                  day
                                                                                  revocation
                                                                                  period
                                                                                  as
                                                                                  provided
                                                                                  in
                                                                                  Section
                                                                                  23.

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                


                                                        

                                                        
                                                          
                                                            
                                                               

                                                              
                                                                
                                                                  
                                                                    	22.  	
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            No
                                                                                              Other
                                                                                              Compensation.
                                                                                              The
                                                                                              parties
                                                                                              agree
                                                                                              that
                                                                                              Employee
                                                                                              will
                                                                                              not
                                                                                              receive,
                                                                                              nor
                                                                                              be
                                                                                              entitled
                                                                                              to
                                                                                              receive,
                                                                                              any
                                                                                              other
                                                                                              compensation,
                                                                                              pay,
                                                                                              bonuses
                                                                                              or
                                                                                              any
                                                                                              other
                                                                                              benefits
                                                                                              from
                                                                                              Advance
                                                                                              or
                                                                                              to
                                                                                              participate
                                                                                              in
                                                                                              any
                                                                                              employee
                                                                                              pension
                                                                                              benefit
                                                                                              plans,
                                                                                              employee
                                                                                              welfare
                                                                                              benefit
                                                                                              plans,
                                                                                              insurance
                                                                                              programs,
                                                                                              or
                                                                                              any
                                                                                              other
                                                                                              compensatory
                                                                                              or
                                                                                              benefit
                                                                                              program
                                                                                              provided
                                                                                              by
                                                                                              Advance,
                                                                                              except
                                                                                              as
                                                                                              expressly
                                                                                              provided
                                                                                              for
                                                                                              herein
                                                                                              and
                                                                                              except
                                                                                              for
                                                                                              Employee’s
                                                                                              vested
                                                                                              rights
                                                                                              in
                                                                                              Advance’s
                                                                                              existing
                                                                                              401(K)
                                                                                              Plan,
                                                                                              the
                                                                                              nonqualified
                                                                                              deferred
                                                                                              compensation
                                                                                              program
                                                                                              and
                                                                                              the
                                                                                              Stock
                                                                                              Option
                                                                                              Program.

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          


                                                                  

                                                                  
                                                                    
                                                                      
                                                                         

                                                                        
                                                                          
                                                                            
                                                                              	23.  	
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    Certain
                                                                                                      Rights.
                                                                                                      Employee
                                                                                                      understands
                                                                                                      that
                                                                                                      he
                                                                                                      has
                                                                                                      twenty-one
                                                                                                      (21)
                                                                                                      days
                                                                                                      to
                                                                                                      consider
                                                                                                      this
                                                                                                      Agreement.
                                                                                                      Employee
                                                                                                      has
                                                                                                      also
                                                                                                      been
                                                                                                      informed
                                                                                                      that
                                                                                                      he
                                                                                                      should
                                                                                                      consider
                                                                                                      this
                                                                                                      Agreement
                                                                                                      carefully,
                                                                                                      and
                                                                                                      should
                                                                                                      consult
                                                                                                      with
                                                                                                      his
                                                                                                      attorney
                                                                                                      prior
                                                                                                      to
                                                                                                      executing
                                                                                                      this
                                                                                                      Agreement,
                                                                                                      and
                                                                                                      that
                                                                                                      this
                                                                                                      Agreement
                                                                                                      contains
                                                                                                      a
                                                                                                      general
                                                                                                      release.
                                                                                                      Employee
                                                                                                      acknowledges
                                                                                                      that
                                                                                                      he
                                                                                                      has
                                                                                                      retained
                                                                                                      an
                                                                                                      attorney
                                                                                                      to
                                                                                                      represent
                                                                                                      and
                                                                                                      advise
                                                                                                      him
                                                                                                      with
                                                                                                      respect
                                                                                                      to
                                                                                                      this
                                                                                                      Agreement.

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    


                                                                            

                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                     

                                                                                    
                                                                                      
                                                                                        
                                                                                          	  	
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                Employee
                                                                                                                  has
                                                                                                                  twenty-one
                                                                                                                  (21)
                                                                                                                  days
                                                                                                                  from
                                                                                                                  the
                                                                                                                  date
                                                                                                                  he
                                                                                                                  received
                                                                                                                  this
                                                                                                                  Agreement
                                                                                                                  to
                                                                                                                  consider
                                                                                                                  this
                                                                                                                  Agreement
                                                                                                                  and
                                                                                                                  general
                                                                                                                  release.
                                                                                                                  If
                                                                                                                  Employee
                                                                                                                  does
                                                                                                                  not
                                                                                                                  sign
                                                                                                                  this
                                                                                                                  Agreement
                                                                                                                  and
                                                                                                                  general
                                                                                                                  release
                                                                                                                  and
                                                                                                                  return
                                                                                                                  it
                                                                                                                  to
                                                                                                                  Advance
                                                                                                                  within
                                                                                                                  twenty-one
                                                                                                                  (21)
                                                                                                                  days
                                                                                                                  of
                                                                                                                  receipt,
                                                                                                                  it
                                                                                                                  will
                                                                                                                  be
                                                                                                                  null
                                                                                                                  and
                                                                                                                  void.
                                                                                                                  Employee
                                                                                                                  also
                                                                                                                  understands
                                                                                                                  that
                                                                                                                  he
                                                                                                                  may
                                                                                                                  sign
                                                                                                                  and
                                                                                                                  return
                                                                                                                  this
                                                                                                                  Agreement
                                                                                                                  prior
                                                                                                                  to
                                                                                                                  the
                                                                                                                  expiration
                                                                                                                  of
                                                                                                                  the
                                                                                                                  twenty-one
                                                                                                                  (21)
                                                                                                                  day
                                                                                                                  period.

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                


                                                                                        

                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                 

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	  	
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              After
                                                                                                                                Employee
                                                                                                                                has
                                                                                                                                read
                                                                                                                                and
                                                                                                                                understands
                                                                                                                                the
                                                                                                                                contents
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Agreement,
                                                                                                                                Employee
                                                                                                                                agrees
                                                                                                                                to
                                                                                                                                acknowledge
                                                                                                                                his
                                                                                                                                acceptance
                                                                                                                                by
                                                                                                                                signing
                                                                                                                                in
                                                                                                                                the
                                                                                                                                space
                                                                                                                                indicated
                                                                                                                                below
                                                                                                                                in
                                                                                                                                the
                                                                                                                                presence
                                                                                                                                of
                                                                                                                                a
                                                                                                                                notary
                                                                                                                                public,
                                                                                                                                and
                                                                                                                                to
                                                                                                                                return
                                                                                                                                the
                                                                                                                                Agreement
                                                                                                                                by
                                                                                                                                hand
                                                                                                                                delivery
                                                                                                                                or
                                                                                                                                by
                                                                                                                                registered
                                                                                                                                or
                                                                                                                                overnight
                                                                                                                                mail
                                                                                                                                to
                                                                                                                                General
                                                                                                                                Counsel,
                                                                                                                                Advance
                                                                                                                                Stores
                                                                                                                                Company,
                                                                                                                                Inc.,
                                                                                                                                5673
                                                                                                                                Airport
                                                                                                                                Road,
                                                                                                                                Roanoke,
                                                                                                                                Virginia
                                                                                                                                24012.

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            


                                                                                                    

                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                             

                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  	  	
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        Employee
                                                                                                                                          further
                                                                                                                                          understands
                                                                                                                                          that
                                                                                                                                          he
                                                                                                                                          has
                                                                                                                                          seven
                                                                                                                                          (7)
                                                                                                                                          days
                                                                                                                                          after
                                                                                                                                          he
                                                                                                                                          signs
                                                                                                                                          this
                                                                                                                                          Agreement
                                                                                                                                          in
                                                                                                                                          which
                                                                                                                                          he
                                                                                                                                          may
                                                                                                                                          revoke
                                                                                                                                          it
                                                                                                                                          with
                                                                                                                                          a
                                                                                                                                          notice
                                                                                                                                          to
                                                                                                                                          Advance
                                                                                                                                          in
                                                                                                                                          writing.
                                                                                                                                          This
                                                                                                                                          Agreement
                                                                                                                                          will
                                                                                                                                          not
                                                                                                                                          become
                                                                                                                                          effective
                                                                                                                                          until
                                                                                                                                          after
                                                                                                                                          this
                                                                                                                                          revocation
                                                                                                                                          period
                                                                                                                                          has
                                                                                                                                          passed.

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        


                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                       

                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                          

                                                                                                                        

                                                                                                                        
                                                                                                                          
                                                                                                                          

                                                                                                                          
                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                        
                                                                                                                          
                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                      
                                                                                                                         

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                          
                                                                                                             

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

          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      rest of this page is intentionally left blank]

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    By
      his
      notarized signature below, Employee acknowledges that he has read this
      Agreement, understands the terms of the Agreement and its legal and binding
      effect, and is voluntarily executing this Agreement. 

    


    


    /s/Jeffrey
      T. Gray__________

    Jeffrey
      T. Gray

    Team
      Member ID: xxxxx

     

    
 

    
      	COMMONWEALTH OF VIRGINIA 	) 
	 	) to wit: 
	CITY/COUNTY OF _________ 	) 


    

    


    The
      foregoing instrument was acknowledged before me by ______________________,
      this
      _____ day of ____________, 2005.

    


    ___________________________

    Notary
      Public

    


    My
      commission expires:

    


    ___________________

    


    


    ADVANCE
      STORES COMPANY, INCORPORATED

    


     

    By:
      /s/
      Eric M. Margolin_

    Name:
      Eric
      M. Margolin   

    Title:
      Senior Vice President, 

    General
      Counsel and Secretary 

    


    


    


    


    ADVANCE
      AUTO PARTS, INC.

    


     

    By:
      /s/
      Eric M. Margolin_

    Name:
      Eric
      M. Margolin   

    Title:
      Senior Vice President, 

    General
      Counsel and Secretary