Chief Merchandising Officer

EXHIBIT 10.13

March 1, 2004

Mr. Carl Rubin

Hand Delivered

Dear Chuck,

This will confirm our offer to you to join Office Depot as Executive Vice President, Chief Merchandising Officer located at our Delray Beach, Florida Corporate Headquarters. This letter is referred to in your employment agreement as the " Offer Letter."

The starting salary for this position is $450,000.00 per year with a weekly car allowance of $300.00. You will participate in our Corporate Bonus Program with payout levels of 40% of salary for minimum goal achievement, 60% for target and 120% maximum. For 2004 you will receive a guaranteed bonus of $270,000.00 or the bonus earned, whichever is greater.

You will also receive initial equity grants structured as follows:

a) 80,000 shares of traditional Non-Qualified stock options which vest 1/3 per year starting on your first anniversary, dated and priced as of the date of hire, b) 37,500 shares of performance-accelerated stock options dated and priced as of the date of hire, c) 12,000 shares of performance shares in participation of our plan cycle for performance years 2004-2006, d) 80,000 shares of traditional Non-Qualified stock options which Cliff Vest on the third anniversary of your employment, dated and priced as of the date of hire, e) 40,000 shares of restricted stock, 50% of which will vest on the eighteen-month anniversary of your hire date, and the remaining 50% of which will vest on the three-year anniversary of your hire date, f) It is further agreed that in the event your employment is involuntarily terminated by Office Depot for any reason other than " Cause" as defined in your employment agreement, within the first twelve months following your Hire Date of March 1, 2004, one-third of the non-qualified stock options, except for the performance accelerated options, granted to you by this Offer Letter shall become fully vested.

Starting in 2005, you will participate in the ...