PURPOSE

The purpose of the Finance Committee of Advance Auto Parts is to assist and recommend to the Board of Directors of Advance Auto Parts how to best utilize the financial capital of the Company. The Committee will consider the best use of the financial capital in order to continually enhance shareholder value.

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COMPOSITION

The Committee shall be comprised of at least three directors, a majority of whom shall be independent directors. The Committee shall be appointed by the Board upon recommendation of the Nominating and Corporate Governance Committee. The Board shall designate a Chair of the Committee, and the term of appointments to the Committee shall be at the discretion of the Board.

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CONSULTANTS

The Committee shall have the authority to retain independent consulting, legal or other advisors as it shall deem appropriate.

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SPECIFIC DUTIES

The Committee shall perform such specific duties as it deems appropriate, including the following:

1. Review the Company’s financial policies and make recommendations to the Board in respect thereof, including without limitation:

a. dividend policy, including payment of dividends;
b. sales, issuance or repurchases of Company stock;
c. policies and guidelines on investment of cash;
d. short and long term financing;
e. policies and guidelines related to the Company's capital structure;
g. debt/equity ratios, fixed charge coverage, working capital and bank lines policies; and
h. deployment of capital.

2. Review at least annually, a summary listing of the top ten contracts of the Company or its affiliates, as determined by total commitment dollar volume, that were in effect during the previous twelve months.

3. Approve in advance and recommend for Board approval any acquisition, merger, divestiture or other business combination or disposition of the stock or substantially all of the assets of any business, company, partnership or joint venture or any interest in such an entity, in a single transaction or series of related transactions, with a total purchase or disposition price in excess of $50 million; provided, however, that no approval or reporting under this paragraph shall be required for any acquisition, merger, divestiture or other business combination or disposition transacted solely between or among subsidiary corporations or companies wholly-owned, directly or indirectly, by the Company. The Committee’s approval is not required for any such transactions that have already been identified and approved by the Committee and the Board either as part of a previous approval or as a part of the Company’s annual financial plan, so long as the total purchase or disposition price is within twenty percent (20%) of the amount previously approved by the Committee and the Board. In addition, the Committee shall receive periodic reports from the Company’s management concerning any such transactions or potential transactions with a total purchase or disposition price of more than $10 million but less than $50 million.

4. Review and recommend the annual budget to the Board for approval.

5. Periodically review the Company’s estimates of capital expenditures, operating income, cash balances and cash flow.

6. Review the financial aspects of proposed acquisitions and divestitures.

7. Provide input to management in the development of the Company’s financial plan.

8. Meet periodically with the Company’s Chief Financial Officer to review all aspects of financial planning and cash uses for all purposes.

9. Keep apprised of applicable enterprise risks identified as part of the Company’s enterprise risk management program.

10. Perform such other duties and responsibilities as may be assigned to the Committee by the Board.

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FINANCIAL PLANNING

The Committee shall review the Long Term Financial Plan of Advance with an eye to recommend how shareholder value may be enhanced in the long term. Recommendations in this regard will be made with a view to enhance shareholder value in the three to six year time frame.

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MEETINGS

The Committee shall meet as often as it deems necessary. The Chair shall preside at each meeting. The Chair may direct appropriate members of management to prepare draft agendas and related background information for each Committee meeting. Reports of meetings shall be made to the Board at its next regularly scheduled meeting accompanied by any recommendations to the Board.

A majority of the members shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee.

The Committee may request that members of management and outside consultants be present at meetings of the Committee.

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MINUTES

Minutes of meeting are to be prepared by the Chair’s designate, and the Secretary of the Company shall maintain copies of all minutes.

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CHARTER AND PERFORMANCE

In carrying out its responsibilities, the Committee’s practices and policies should remain flexible, in order for the Committee to respond to changing facts and circumstances.

The Committee shall review this Charter annually, and recommend to the Board any modifications that the Committee deems appropriate.

The Committee shall evaluate annually the performance of the Committee and report the results to the Board.

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