On October 8, 2012, Advance Auto Parts, Inc. ("Company") and Darren R. Jackson, the Company's President and Chief Executive Officer, entered into a Fifth Amendment to the Employment Agreement between the Company and Mr. Jackson dated as of January 7, 2008 ("Fifth Amendment"). The Fifth Amendment will become effective as of January 7, 2013, and will continue for an initial one-year term, which will be automatically renewable for additional one-year terms unless either party provides notice of non-renewal at least 90 days prior to the end of the then effective term.

The Fifth Amendment amends the Employment Agreement to provide that any incentive compensation granted to Mr. Jackson by the Company be subject to the Company's Incentive Compensation Clawback Policy as adopted by the Company's Board of Directors or Compensation Committee from time to time. The Fifth Amendment also provides that the Company shall reduce the payments to be made to Mr. Jackson in connection with a Change in Control to the maximum amount that could be paid to Mr. Jackson without giving rise to an excise tax if the aggregate after-tax amount payable to Mr. Jackson would be greater after giving effect to such reduction. The Fifth Amendment also eliminates (i) the tax gross-up payment intended to make Mr. Jackson whole for excise taxes that may be imposed on the Change in Control payments that was previously included in the Employment Agreement and (ii) the obligation to accelerate vesting of equity awards upon Change in Control and provides that the vesting of equity compensation in the event of Change in Control will be governed by the terms of the applicable award agreement or grant. The Fifth Amendment also contains a technical amendment related to Section 409A of the Internal Revenue Code.

The foregoing description of the Fifth Amendment is not complete and is qualified in its entirety by the full text of the First Amendment, which is filed as Exhibit 10.35 to this Current Report on Form 8-K.

(d) Exhibits.

   Exhibit
   Number

   10.35    Fifth Amendment to Employment Agreement effective January 7, 2013,
            between Advance Auto Parts, Inc. and Darren R. Jackson.