Exhibit 10.16  THE PEP BOYS -
MANNY, MOE & JACK
ACCOUNT PLAN  (formerly part
of The Pep Boys - Manny, Moe & Jack
Executive Supplemental Retirement Plan)   RECITALS  WHEREAS, The Pep Boys - Manny, Moe &
Jack, a Pennsylvania corporation (the Company), established an Executive
Supplemental Pension Plan (hereinafter referred to as the Supplemental Plan)
effective January 1, 1982;  WHEREAS, the Company previously amended and
completely restated the Supplemental Plan effective January 1, 1988, and
further amended and restated the Supplemental Plan effective on February 13,
1992, March 31, 1995, and March 26, 2002;  WHEREAS,
pursuant to resolutions adopted March 3, 2004, the Board changed the name
of the Supplemental Plan to the Executive Supplemental Retirement Plan (the Executive
Plan) and amended and restated the Executive Plan with respect to certain of
those individuals who were Eligible Employees (as defined in the Executive
Plan) on such date, altered the method of delivering benefits for certain specified
Participants and gave others an election as to the manner in which they were
credited with a benefit;  WHEREAS, the foregoing changes were
incorporated into an amendment and restatement of the Executive Plan, effective
as of January 31, 2004;  WHEREAS, effective January 1, 2009, the
Executive Plan was split to create the Legacy Plan and this Account Plan to,
among other things  implement changes
required pursuant to and consistent with section 409A of the Internal Revenue
Code;  WHEREAS, the Account Plan provides for
Retirement Contributions to made hereunder;  WHEREAS, the Board desires to reserve the
ability to make future Retirement Contributions discretionary; and  WHEREAS, Section 9.1 of the Executive
Plan authorizes the Board to amend the Executive Plan.  NOW, THEREFORE, the Account Plan is hereby
amended and restated, effective as of January 31, 2009, as follows:


ARTICLE I Definitions  1.1           Administrator
or Plan Administrator shall mean a committee composed of three or more
persons designated from time to time by the Board.  1.2           Board
shall mean the Board of Directors of the Company.  1.3           Code
shall mean the Internal Revenue Code of 1986, as amended from time to time and
includes any regulations issued thereunder.  1.4           Company
shall mean The Pep Boys - Manny, Moe & Jack, a Pennsylvania
corporation.  1.5           Compensation
shall mean, for each Plan Year, 100% of an Eligible Employees annual base
salary for such Plan Year and annual bonus paid under the Employers Annual
Incentive Bonus Plan, or any other bonus plan that replaces such plan or is in
addition to such plan for the Plan Year, before taking into account amounts
which an Eligible Employee elects to forego to provide benefits under a plan
which satisfies the provisions of section 401(k) or 125 of the Code or to
provide benefits under the Companys Deferred Compensation Plan; provided,
further, that any bonus that was payable under the Employers Annual Incentive
Bonus Plan, or any other bonus plan that replaces or is in addition to such
plan, prior to the date Compensation hereunder is determined but which is
unpaid for any reason as of the calculation date shall be included as
Compensation for purposes hereof.  1.6           Disability
shall mean that a Participant ceases employment with the Employer when he or
she is entitled to receive benefits under the Long Term Disability Salary
Continuation Plan sponsored by the Employer.  1.7           Effective
Date shall mean January 1, 2009.  1.8           Eligible
Employee shall mean an employee of the Employer who is a key employee,
including officers and directors who are key employees, and is designated by
the Board to participate in this Plan. 
Any individual who is actively participating in the Legacy Plan shall
not qualify as an Eligible Employee for purposes of this Plan.  1.9           Employer
shall mean the Company or any of its subsidiaries.  1.10         ERISA
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time and includes any regulations issued thereunder.  1.11         Executive
Plan shall mean such term as is defined in the Recitals of this Plan.  1.12         Investment
Election Form shall mean the form prescribed by the Administrator, filed by a
Participant with the Administrator, to designate the investment vehicles for
which the amounts credited to the Participants Plan Account shall be deemed to
be invested under Section 3.2 of the Plan.  2


1.13         Legacy
Plan shall mean The Pep Boys  Manny, Moe & Jack Legacy Plan.  1.14         Legacy
Plan Participant shall mean such term as is defined in the Legacy Plan.  1.15         Non-Legacy
Plan Participant shall mean any participant in the Executive Plan who was not
a Legacy Plan Participant.  1.16         Participant
shall mean each Non-Legacy Plan Participant who is entitled to receive a
benefit from the Executive Plan immediately prior to the Effective Date and did
not commence receipt of his or her benefit under the Executive Plan immediately
prior to the Effective Date, and each Eligible Employee who first becomes
eligible to participate in the Plan pursuant to Sections 2.1 and 2.2 on or
after the Effective Date and is entitled to receive a benefit under the Plan.  1.17         Plan
shall mean The Pep Boys  Manny, Moe & Jack Account Plan as set forth
herein as of the Effective Date, and the same as may be further amended from
time to time.  1.18         Plan
Account shall mean for each Participant his or her Retirement Contribution
Account and the Prior Executive Plan Account, if applicable.  1.19         Plan
Year shall mean the calendar year.  1.20         Prior
Executive Plan Account shall mean the individual account maintained on the
books of the Company for each Non-Legacy Plan Participant under the Executive
Plan and all sums accounted for therein immediately prior to the Effective
Date.  1.21         Retirement
Contribution shall mean a credit to a Participants Retirement Contribution
Account pursuant to Section 4.1 of the Plan.  For periods prior to the Effective Date, the
term Retirement Contribution shall have the meaning in the Executive Plan.  1.22         Retirement
Contribution Account shall mean the individual account maintained on the books
of the Company for each Participant to record the crediting of all Retirement
Contributions, and all earnings related to such Retirement Contributions, on
and after the Effective Date, and the debiting of all distributions to the
Participant or to his or her beneficiary on and after the Effective Date with
respect to such Retirement Contributions.  1.23         Separation
Date shall mean the last day on which a Participant is employed by an Employer
on account of a Separation From Service.  1.24         Separation
From Service shall mean a Participants separation from service with the
Employer within the meaning of section 409A of the Code and the regulations
issued thereunder.  3


1.25         Specified
Employee shall mean any Participant who, at any time during the twelve month
period ending on the identification date (as determined by the Company or its delegate),
is a specified employee under section 409A of the Code, as determined by the
Company (or its delegate).  The
determination of specified employees, including the number and identity of
persons considered specified employees and identification date, shall be made
by the Company (or its delegate) in accordance with the provisions of sections
416(i) and 409A of the Code and the regulations issued thereunder.  1.26         Year
of Service shall mean a consecutive twelve-month period during which an individual
is continuously employed by the Employer as an Eligible Employee.  Each Year of Service earned prior to the
Effective Date under the Executive Plan shall count as a Year of Service under
this Plan.  For purposes of this Plan,
any partial Years of Service shall not be included in the calculation of
benefits or for any other purpose hereunder and Years of Service for which the
individual did not qualify as an Eligible Employee shall not count.  If a terminated employee is rehired and is
designated as an Eligible Employee, his or her Years of Service shall not
include his or her pre-termination employment. 
If a Legacy Plan Participant after ceasing to participate in the Legacy
Plan is subsequently designated as an Eligible Employee for purposes of this Plan
and such Legacy Plan Participant was continuously employed during such
subsequent period, such Legacy Plan Participant shall receive credit for his or
her Years of Service prior to being so designated.  ARTICLE II Participation  2.1           Eligibility
to Participate.  Each Non-Legacy
Participant who was entitled to receive a benefit under the Executive Plan on December 31,
2008, but did not receive payment of his or her benefit prior to the Effective
Date, shall be a Participant in the Plan as of the Effective Date and such
Participants benefit paid on or after the Effective Date shall be governed by
the terms of the Plan as set forth herein. 
Each individual who becomes an Eligible Employee on or after the
Effective Date shall commence participation in the Plan on the date he or she
is designated as an Eligible Employee by the Administrator and for as long as
such individual is entitled to receive a benefit from the Plan such individual
shall be deemed a Participant.  2.2           Procedure
for and Effect of Admission.  On and
after the Effective Date, each individual who first becomes an Eligible
Employee for a Plan Year shall become a Participant in the Plan for such Plan
Year at the time designated by the Administrator.  Prior to active participation in the Plan
such Participant shall be provided with such forms as the Administrator
determines necessary to effectuate the participation of such Eligible Employee
in the Plan, including an Investment Election Form and beneficiary
designation form in the event of the death of the Eligible Employee.  2.3           Termination.  An individual shall continue as a Participant
in the Plan for as long as he or she is entitled to receive a benefit from the
Plan; provided, however, that a Participants active participation in the Plan
for purposes of eligibility to receive Retirement Contributions shall terminate
on the earliest of the date (a) his or her designation as an Eligible  4


Employee is terminated by the Board, (b) he or
she has a Separation From Service from the Employer for any reason, or (c) the
Plan is terminated.  2.4           Reemployment.  If an Eligible Employee ceases being eligible
to participate in the Plan and subsequently becomes eligible to participate in
the Plan on or after the Effective Date, such Eligible Employees participation
in the Plan shall commence for the Plan Year designated by the
Administrator.  Such Eligible Employee
shall be required to execute such forms as required by the Administrator,
including an Investment Election Form and beneficiary designation form in
the event of the death of the Eligible Employee.  ARTICLE III Plan Accounts  3.1           Establishment
of Accounts.  The Plan Administrator
shall maintain a Plan Account on behalf of each Participant in the Plan.  Such Plan Account shall consist of a Prior
Executive Plan Account for each Participant who had such under the Executive
Plan and a Retirement Contribution Account to reflect Retirement Contributions
credited on behalf of such Participant on and after the Effective Date.  3.2           Investment
Funds.  Amounts credited to a
Participants Plan Account shall be credited with earnings, at periodic
intervals determined by the Plan Administrator, at a rate equal to the actual
rate of return for such period of an investment fund or funds or index or
indices selected by that Participant on his or her Investment Election Form from
a range of investment vehicles authorized by the Plan Administrator.  The rate of return on investment vehicles
shall be tracked solely for the purpose of computing the amount of benefits
payable to Participants under the Plan. 
Neither the Company nor any other Employer shall be obligated to make
any actual investment.  A Participant may
change the investment allocations for existing amounts credited to his or her
Plan Account or for future amounts credited to his or her Plan Account by
completing a new Investment Election Form and submitting such to the Plan
Administrator.  Amended Investment
Election Forms may be submitted by the Participant to the Plan Administrator at
such times as permitted by the Plan Administrator in or her sole discretion.  3.3           Bookkeeping
Entries.  The maintenance of an
individual Plan Account on behalf of each Participant is for bookkeeping
purposes only.  Neither the Company nor
any other Employer shall be obligated to acquire or set aside any particular
assets for the discharge of their obligations under the Plan, nor shall any
Participant to have any property rights in any particular assets that may be
held by the Company or any other Employer with respect to the Plan.  3.4           Statements.  Statements shall be sent to each Participant
no less frequently than quarterly setting forth the value of the Participants
Plan Accounts.  ARTICLE IV Retirement Contributions  4.1           Amount.
 The Retirement Contribution Account of
each Participant shall be credited with a Retirement Contribution, if any,
based on a percentage of his or her Compensation for a Plan Year provided that
the Participant is an Eligible Employee on the last  5


day of such Plan Year. 
The applicable percentage for any Plan Year shall be determined in
accordance with the following schedule:  If the Participant is
  
  Retirement
  Contribution
  PercentageAt least 55 years of age
  
  19
  %At least 45 years of age but not more than
  54 years of age
  
  16
  %At least 40 years of age but not more than
  44 years of age
  
  13
  %Not more than 39 years of age
  
  10
  %  For purposes of this Section 4.1, a
Participants age shall be determined at the end of each Plan Year to which the
particular Retirement Contribution relates. 
Notwithstanding the foregoing, (i) for the first four Plan Years
that a Participant is an Eligible Employee, including Plan Years under the
Executive Plan, but only with respect to Eligible Employees who were eligible
to participate in the Plan on the Effective Date, the Retirement Contribution
shall be limited to 10% of Compensation irrespective of the Participants age,
and (ii) in the case of a Participant who ceases to be an Eligible
Employee during a Plan Year by reason of death or a Disability, a pro rata
portion of the Retirement Contribution shall be credited based on the number of
months during the Plan Year in which the Eligible Employee was employed by the
Employer prior to death or Disability. 
If an Eligible Employee is rehired by the Employer after the Effective
Date, such Eligible Employee will not receive any credit for Years of Service
earned prior to such rehire date and such Eligible Employee will be subject to
satisfying the requirements of clause (i) above for his first four Plan
Years after his rehire date.  Notwithstanding
the foregoing, for all periods after March 8, 2009, the Board, by
resolution duly adopted prior to applicable period, may condition the making of
the Retirement Contribution for the applicable period upon the Companys
achievement of certain specified objectives; provided, however, that any such
resolution and the resulting conditionality shall be of no force and effect
hereunder following a change in control of the Company.  4.2           Crediting.  Retirement Contributions shall be credited to
an Eligible Employees Retirement Contribution Account for a Plan Year as soon
as administratively practicable following the completion of the Plan Year for
which the Retirement Contribution relates or such earlier date as is designated
by the Company provided that such credit shall be tentative until the end of
the Plan Year in order that the requirements of Section 4.1 be determined
to be satisfied.  6


ARTICLE V Vesting  5.1          Vesting.  Each Participant will vest in the amounts
credited to his or her Plan Account, and the related earnings thereon (if any),
upon such individuals completion of four Years of Service.  ARTICLE VI Distributions  6.1          Separation
From Service.  Each Participants
Plan Account shall be distributed to him on account of his Separation from
Service.  Such distribution shall be paid
in a single lump sum in cash to the Participant within sixty (60) days
following the six month anniversary of his Separation Date.  The lump sum payment shall be equal to the
value of such Plan Account as of the last business day immediately preceding
the date of payment.  6.2          Death.  (a)           In
the event of a Participants death prior to his or her Separation From Service,
distribution of the Participants Plan Account shall be made to the Participants
beneficiary in a lump sum within sixty (60) days following the date of the
Participants death.  The amount of any
lump sum benefit payable in accordance with this subsection shall equal the
value of the Participants Plan Account as of the last business day immediately
preceding the date on which such benefit is paid.  (b)           In
the event a Participant dies after the Participants Separation From Service,
and prior to the full distribution of the amounts credited to the Participants
Plan Account, the Participants Plan Account shall be paid to the Participants
beneficiary at such times and in such amounts as they would have been paid to
the Participant had the Participant survived.  6.3          Beneficiary
Designation.  Each Participant shall
have the right to designate one or more beneficiaries and contingent
beneficiaries to receive any vested amount in such individuals Plan Account at
the time of his or her death by filing a written designation with the Plan
Administrator on the form prescribed by it for such purpose.  Participants may thereafter designate
different beneficiaries at any time by filing a new written designation.  The consent of the beneficiary is not
required for any revocation or change of election of beneficiary.  Any written designation shall become
effective only upon its receipt by the Plan Administrator.  If all of the designated beneficiaries should
die on or before the commencement of distribution of death benefits and the
Participant fails to make a new designation, his or her beneficiary shall be
determined pursuant to Section 6.4. 
If the beneficiary (or last contingent beneficiary) determined pursuant
to this Section 6.3 or the initial beneficiary determined pursuant to Section 6.4
dies before all payments are made, then the balance of the payments shall be
made to such beneficiarys estate unless such beneficiary (or last contingent
beneficiary) designates a second-level beneficiary by filing a written
designation with the Administrator on the form prescribed by it for such
purpose, in which case such second-level beneficiary shall be treated as a
beneficiary hereunder.  7


6.4          Beneficiary
List.  If a Participant omits or
fails to designate a beneficiary or if no designated beneficiary survives such
individual, the vested amount in such individuals Plan Account at the time of
his or her death shall be paid to the beneficiary determined from the following
priority list: (a) surviving spouse, or if none, then (b) the
Participants estate.  ARTICLE VII Loss of Benefits  7.1          Loss
of Benefits.  Notwithstanding any
provision of the Plan, a person who has a vested benefit in his or her Plan
Account shall cease to have any right to receive any payment hereunder and all
obligations of the Company to make payments to or on account of such
Participant shall cease and terminate should the Administrator find, after full
consideration of the facts presented on behalf of the Company and the
Participant, that:  (a)           such
Participant, during his or her employment with the Employer and during the one
year thereafter, unless the Participant was terminated by the Employer without
Cause (as defined in the Non-Competition Agreement between the Employer and the
Participant), directly or indirectly, engaged in (as a principal, partner,
director, officer, agent, employee, consultant or otherwise) or was financially
interested in any business operating within the United States of America, if (i) such
business primary business is the retail and/or commercial sale of automotive
parts, accessories, tires and/or automotive repair/maintenance services
including, without limitation, the entities (including their franchisees and
affiliates) listed on Schedule 7.1(a)(i) hereto, or (ii) such
business is a general retailer which generates revenues from the retail and/or
commercial sale of automotive parts, accessories, tires and/or automotive
repair/maintenance services in an aggregate amount in excess of $1 billion,
including, without limitation, the entities (including their franchisees and
affiliates) listed on Schedule 7.1(a)(ii) hereto.  However, nothing contained in this Section 7.1(a) shall
prevent the Participant from holding for investment up to two percent (2%) of
any class of equity securities of a company whose securities are traded on a
national or foreign securities exchange;  (b)           such
Participant, during his or her employment with the Employer or during the one
year thereafter, directly or indirectly, induced or attempted to influence any
employee of the Employer to terminate his or her employment with the Employer
or hired or solicited for hire on behalf of another employer any person then
employed or who had been employed by the Employer during the immediately
preceding six months; or  (c)           such
Participants employment by the Employer was terminated (other than in
connection with or following a Change of Control) in connection with any act of
disloyalty to the Employer including, without limitation, fraud, embezzlement,
theft, breach of the Companys Conflict of Interest or, Ethics Policies,
commission of a felony or proven dishonesty in the course of his or her
employment or service or unauthorized disclosure of trade secrets or
confidential information of the Employer.  8


ARTICLE VIII Termination and
Amendments  8.1          Amendments.  The Company may amend this Plan in whole or
in part by appropriate resolution of the Board; provided, however, that, no
amendment shall (i) decrease or limit any benefits or rights accrued under
the Plan prior to the date of the amendment, or (ii) modify any provision
of this Article VIII without the consent of a majority of the Participants
affected by such amendment. 
Notwithstanding the foregoing, the Board, without the consent of a
Participant, may make all technical, administrative, regulatory and compliance
amendments to the Plan that the Board deems necessary and appropriate so that
the Plan meets the requirements of section 409A of the Code.  8.2          Termination.  The Company reserves the right to terminate
this Plan in its entirety at any time by an appropriate resolution of the
Board; provided, however, that any termination of the Plan shall not (i) terminate
or diminish any benefits then payable under the Plan, (ii) terminate or
diminish any benefits payable in the future under the Plan with respect to
benefits accrued as of the date of termination of the Plan, or (iii) decrease
or limit any benefits or rights accrued under the Plan prior to the date of
termination without the consent of a majority of the Participants affected by
such termination.  Any termination of the Plan shall be done in a manner
that complies with the requirements of Treas. Reg. §1.409A-3(j)(4)(ix) (or
any successor regulation thereto).  ARTICLE IX Plan Administration  9.1          Named
Fiduciary and Plan Administrator. 
The committee designated by the Board shall be the Administrator and named
fiduciary (within the meaning of ERISA) of this Plan.  The Administrator shall have the authority to
control and manage the operation and, administration of the Plan.  The Administrator shall act by majority vote
of the committee members.  No Participant
who is a member of the committee shall participate in committee decisions
affecting him.  9.2          Delegation
of Duties.  The Administrator may (a) delegate
all or a portion of the responsibilities of controlling and managing the
operation and administration of the Plan to one or more persons; and (b) appoint
such agents, advisors, counsel, or other representatives to render advice with
regard to any of its responsibilities under the Plan.  Wherever the term Administrator is used
herein in connection with the operation or administration of the Plan, such
term shall include all delegates appointed by the Administrator.  9.3          Powers
and Duties.  The authority and
responsibility to control and manage the operation and administration of the
Plan shall include, but shall not be limited to, the performance of the
following acts:  (a)           The
filing of all reports required of the Plan.  (b)           The
distribution to Participants and beneficiaries of all reports and other
information required of the Plan.  9


(c)           The
keeping of complete records of the administration of the Plan.  (d)           Developing
rules and regulations for administration and interpretation of the Plan
consistent with the terms and provisions of the Plan.  (e)           The
interpretation of the Plan including the determination of any questions of fact
arising under the Plan and the making of all decisions required by the
Plan.  The construction of the Plan and
any actions and decision taken thereon in good faith by the Administrator shall
be final and conclusive.  The
Administrator may correct any defect, or supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such extent as shall be
expedient to carry the Plan into effect and shall be the sole judge of such
expediency.  The Administrators determinations (including
those made by any person or persons to whom the Administrators power has been
delegated hereunder) on all matters relating to the Plan shall be final,
binding and conclusive for all purposes, upon all persons, including without
limitation, the Company and any other Employer and all Participants and their
respective beneficiaries, and successors hereunder.  Each Participant, by accepting status as a
Participant in the Plan agrees that (i) all benefits shall be paid
strictly in accordance with the terms of the Plan, and (ii) that the
Administrator shall have the discretion and authority set forth in this Article IX
and in the Plan generally.  9.4          Payment
of Expenses.  All expenses of the
Administrator shall be paid by the Company.  9.5          Indemnity
of Plan Administrator.  The Company
shall indemnify the Plan Administrator or any individual who is a delegate
against any and all claims, loss, damage, expense or liability arising from any
action or failure to act, except when due to gross negligence or willful
misconduct.  9.6          Agent
for Service of Process.  The Company
shall be the agent for the Plan for service of legal process.  ARTICLE XClaims Procedure  10.1        Claim.  A Participant or his or her beneficiary or
authorized representative (each one being hereinafter referred to as a Claimant)
who expects a benefit under the Plan which he has not received may file a
formal claim for benefits under the Plan with the Administrator.  The Administrator shall review the claim and
render a determination relating to the claim based on this Plan document
(including the Administrators power and authority to interpret and construe
the Plan and to make rules relating to the administration of the Plan) and
consistent with prior determinations rendered with respect to similarly
situated claims.  The Administrator shall
notify the Claimant within ninety (90) days of the receipt of the claim of the
Administrators determination relating to the claim, unless the Administrator
determines that special circumstances require an extension of time for
processing a claim, in which case the Administrator shall notify the Claimant
of the extension within ninety (90) days of receipt of the claim, specifying
the special circumstances requiring an extension and the date by which it  10


expects to render a determination on the claim, which
determination must be rendered and notice given to the Claimant no later than
the 180th day following the receipt of the claim.  If an extension is required because the
Claimant failed to submit the information necessary to decide a claim, the time
period for making a benefit determination set forth in the prior sentence shall
be tolled from the date on which the notification of the extension is sent to
the claimant until the date on which the Claimant responds to the request for additional
information.  The determination notice
shall be in writing, sent by regular mail to the address specified by the
Claimant or if none is specified to the Claimants last known address, and must
contain the following information:  (a)           The
specific reasons for a determination adverse to the Claimant, if applicable;  (b)           The
specific reference to the pertinent Plan provision(s) on which the
determination is based;  (c)           If
applicable, a description of any additional information or material necessary
to perfect the claim, and an explanation of why such information or material is
necessary; and  (d)           An
explanation of the claims review procedure and the time limitations of the
review procedure applicable thereto, including a statement of the Claimants
right to bring a civil action under section 502(a) of ERISA following an
appeal of any adverse benefit determination.  For purposes of this Article X, claims,
notifications and determinations shall be deemed to be received when actually
received and parties shall be deemed to be notified and a notification shall be
deemed to be sent or submitted on the date that such notification is postmarked
or actually delivered by courier if not mailed.  10.2        Appeal
Procedure.  A Claimant is entitled to
request an appeal of any adverse determination of his or her claim by the
Administrator.  The request for appeal
must be submitted in writing within 60 days of the receipt by the Claimant of
the notification of an adverse claim determination.  Absent a request for appeal within the 60-day
period, the determination of the Administrator regarding the claim will be
deemed to be final and conclusive. 
During the appeal process, the Claimant shall have a reasonable
opportunity to submit written comments, documents, records and other
information relating to the claim and shall be entitled, free of charge, to
reasonable access to and copies of all documents, records and other information
relevant to the claim.  The Administrator
shall review the appeal of the initial claim determination (including all
comments, documents, records and other information submitted by the Claimant,
regardless of whether such information was submitted with the original claim)
and render a final determination.  10.3        Final
Determination.  Within sixty (60) days
following receipt by the Administrator of the Claimants request for appeal,
the Administrator shall render a final determination relating to the claim,
unless the Administrator determines that special circumstances (such as the
need to hold a hearing) require an extension of time for processing the  11


appeal, in which case the Administrator shall notify
the Claimant of such extension within sixty (60) days following receipt by the
Administrator of the request for appeal, specifying the special circumstances
requiring an extension and the date by which it expects to render a final
determination on the appeal, which determination must be rendered and notice
given to the Claimant no later than the 120th day following the receipt by the
Administrator of the request for appeal. 
If an extension is required because the Claimant failed to submit the
information necessary to decide a claim, the time period for making a benefit
determination set forth in the prior sentence shall be tolled from the date on
which the extension notification is sent to the Claimant until the date on
which the Claimant responds to the request for additional information.  The final determination shall be made in
writing to the Claimant.  The final
determination shall (i) recite the specific reasons for a determination
adverse to the Claimant, if applicable, with specific reference to the
pertinent Plan provision(s) on which the determination is based, (ii) state
that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of all documents, records and other information
relevant to the claim and (iii) state that the Claimant has a right to
bring an action under section 502(a) of ERISA.  ARTICLE XI Source of Benefits and
Payments  11.1        Unfunded
Plan.  The Plan is intended to
constitute an unfunded plan of deferred compensation for Participants.  Benefits payable hereunder shall be payable
out of the general assets of the Company, and no segregation or any assets
whatsoever for such benefits shall be made. 
Nothing contained herein shall give any Participant or beneficiary any
rights to assets that are greater than those of a general creditor of the
Employer.  11.2        Non-Alienation.  None of the payments, benefits or rights of
Participant or beneficiary thereof shall be subject to any claim of any
creditor of such person and, in particular, to the fullest extent permitted by
law, shall be free from attachment, garnishment, trustees process, or any other
legal or equitable process available to any creditor of such person.  No Participant or beneficiary thereof shall
have the right to alienate, anticipate, commute, pledge, encumber or assign any
of the benefits or payments which he may expect to receive, contingently or
otherwise, under this Plan, except the right to designate a beneficiary or
beneficiaries as hereinabove provided.  11.3        Incapacity.  If the Company determines that a person
entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his or her financial
affairs, the Company may make payments to such persons legal representative or
to a relative or other person for his or her benefit, or apply the payment for
the benefit of such person in such manner as the Company considers
advisable.  Any payment of a benefit in
accordance with the provisions of this Section 11.3 shall be a complete
discharge of any liability to make such payment.  ARTICLE XII Miscellaneous  12.1        Effective
Date.  This Plan is effective as of
the Effective Date and shall be applicable to each Non-Legacy Plan Participant
who did not receive payment of his or her  12


benefit from the Executive Plan prior to the Effective
Date and each individual who becomes an Eligible Employee on or after the
Effective Date and is entitled to receive a benefit under the Plan.  The rights and benefits of any Non-Legacy
Plan Participant who commenced benefit payments prior to January 1, 2009
are governed by the terms of the Executive Plan as it existed prior to the
Effective Date and are either grandfathered from the requirements of section
409A of the Code or payable pursuant to a fixed schedule as required by, and in
compliance with, section 409A of the Code, with payments made between January 1,
2005 and December 31, 2008, the Executive Plan has been operated in
accordance with transition relief established by the Treasury Department and
Internal Revenue Service pursuant to section 409A of the Plan.  The rights and benefits of a Legacy Plan
Participant shall not be governed by the terms of this Plan.  12.2        Employment
Obligations.  The establishment of
this Plan shall not be construed as creating any contract of employment between
the Employer and any Participant. 
Nothing in this Plan shall be construed as conferring upon any
Participant any right to continue in the employment of the Employer, nor shall
it interfere with the rights of the Employer to terminate the employment of any
Participant and/or to take any personnel action affecting any Participant
without regard to the effect that such action may have upon such Participant as
a recipient or prospective recipient of benefits under the Plan.  Any amount payable hereunder shall not be
deemed salary or other compensation to a Participant for the purposes of
computing benefits to which the Participant may be entitled under any qualified
retirement arrangement established by the Employer for the benefit of its
employees.  Nothing herein contained
shall give any Participant the right to inspect the books of the Company or to
interfere with the right of the Employer to discharge any Participant from
employment at any time for any reason whatsoever, with or without cause.  12.3        No
Limitation of Employer Action. 
Nothing contained in the Plan shall be construed to prevent the Employer
from taking any action that is deemed by it to be appropriate or in its best
interest.  No Participant, beneficiary,
or other person shall have any claim against the Employer as a result of such
action.  12.4        Conflicts
of Law.  All matters respecting the
validity, effect, interpretation and administration of this Plan shall be
determined in accordance with the laws of the Commonwealth of Pennsylvania, except
to the extent superseded by ERISA.  12.5        References.  The masculine pronoun shall include the
feminine and the singular form shall include the plural, as necessary for
proper interpretation of this Plan.  12.6        Withholding
Taxes.  The Employer may make such
provisions and take such actions as it may deem necessary or appropriate for
the withholding of any taxes that the Employer is required to withhold by any
law or regulation of any governmental authority, whether Federal, state or
local, to withhold in connection with any amounts credited and benefits
distributed under the Plan.  Each
Participant (or his or her beneficiary); however, shall be responsible for the
payment of all individual tax liabilities resulting from any such benefits.  12.7        Severability.  If any provision of this Plan is held
unenforceable, the remainder of the Plan shall continue in full force and
effect without regard to such unenforceable  13


provision
and shall be applied as though the unenforceable provision were not contained
in the Plan.  12.8        Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Employer and its successors and assigns.  The term, successors, as used herein, shall
include any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of the Employer, and successor of any such corporation or
other business entity.  12.9        Headings.  Headings are inserted in this Plan for
convenience of reference only and are to be ignored in the construction of the
provisions of the Plan.  12.10      Notice.  Any notice required or permitted under the
Plan shall be sufficient if in writing and hand delivered or sent by registered
or certified mail.  Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or certification.  Mailed notice to the Administrator shall be
directed to the Companys corporate headquarters.  Mailed notice to a Participant or beneficiary
shall be directed to the individuals last known address on the Employers
records.  12.11      Section
409A of the Code.  The Plan is
intended to comply with the applicable requirements of section 409A of the Code
and related guidance, and shall be administered in accordance with such.  Notwithstanding anything in the Plan to the
contrary, elections as to form and distributions from the Plan may only be made
under the Plan upon an event and in a manner permitted by section 409A of the
Code.  To the extent that any provision
of the Plan would cause a conflict with the requirements of section 409A of the
Code, or would cause the administration of the Plan to fail to satisfy the
requirements of section 409A, such provision shall be deemed null and
void.  In no event shall a Participant,
directly or indirectly, designate the calendar year of payment.  Notwithstanding anything in the Plan to the
contrary, in no event may a Specified Employee commence receipt of his benefit
under the Plan on account of a Separation From Service prior to the date that
is six months from his Separation Date.  IN WITNESS WHEREOF, this The Pep Boys 
Manny, Moe & Jack Account Plan is hereby executed effective as of the
29th day of January, 2009.  THE PEP BOYS  MANNY, MOE & JACK/s/ Michael R. Odell, Chief Executive Officer  14