**Exhbit 10.10**

**THE PEP BOYS –MANNY, MOE & JACK PENSION PLAN**

**AMENDMENT 2005-1**

Pursuant to theauthority reserved to it under Section 8.2 of The Pep Boys – Manny, Moe &Jack Pension Plan (the “Pension Plan”), The Pep Boys – Manny, Moe & Jack(the “Company”) hereby amends the Pension Plan as follows:

1.                The definition of“Disability” in Section 2.1 of the Plan is amended in its entirety as follows:

“Disabilitymeans a disability that results in the Participant’s entitlement to long-termdisability benefits under the Social Security Act.”

2.                The definition of“Employee” in Section 2.1 of the Plan is amended in its entirety as follows:

“Employeemeans any individual employed by the Employer as a common law employee.  An Employee does not include an independentcontractor or any other person who the Employer determines, in its solediscretion based on the criteria set forth in Treasury Regulation section31.3401(c)-1, is not is a common law employee. If a person described in the preceding sentence is subsequently reclassifiedas, or determined to be, an employee by the Internal Revenue Service, any othergovernmental agency or authority, or a court, or if the Employer is required toreclassify such an individual as an employee as a result of suchreclassification or determination (including any reclassification by theEmployer in settlement of any claim or action relating to such individual’semployment status), such individual will not become eligible to become aParticipant in this Plan by reason of such reclassification or determination.”

3.                The definition of“Spouse” in Section 2.1 of the Plan is amended in its entirety to read asfollows:

“Spouse  (Surviving Spouse) means the spouse orsurviving spouse of the Participant or Former Participant, as the context requires,who is a person of the opposite gender who is the lawful husband or lawful wifeof a Participant under the laws of the state or country of the Participant’sdomicile; provided, however, that a former spouse shall be treated as theSpouse or surviving Spouse to the extent provided under a qualified domesticrelations order as described in Section 414(p) of the Code.”

4.                Section 4.6(c) ofthe Pension Plan is amended in its entirety, effective as of January 1, 2006,to read as follows:

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“(c)  Noticeand Information to Participants. The Administrative Committee shall furnisheach Participant or Former Participant, not more than 90 days and not less than30 days prior to his Annuity Starting Date, with the following informationregarding benefits payable under the Plan in written nontechnical language:

(1)   A generaldescription or explanation of the automatic post-retirement Spouse’s benefitdescribed in Section 4.6(b) and single life annuity benefit with paymentsguaranteed for 120 months described in Section 4.6(a) and notification of theParticipant’s or Former Participant’s right to waive the right to receive hisbenefits in a qualified joint and survivor annuity or single life annuity withpayments guaranteed for 120 months and the right to make or revoke a previouselection to waive the qualified joint and survivor annuity or single lifeannuity with payments guaranteed for 120 months.

(2)   A generalexplanation of the relative values of each form of benefit available under thePlan and the relative financial effect on a Participant’s or FormerParticipant’s benefits of any of the foregoing elections.

(3)   Notificationof the availability, upon written request of a Participant or FormerParticipant of an explanation of the financial effect of any of the foregoingelections upon the requesting Participant’s or Former Participant’s benefitsunder the Plan and notification that each Participant or Former Participant maymake only one such request.

(4)   A generalexplanation of the rights of a Participant’s or Former Participant’s Spouse.

(5)   If theParticipant or Former Participant requests an Annuity Starting Date prior tohis Normal Retirement Date, notification of the Participant’s or FormerParticipant’s right to defer commencement of his benefit until his NormalRetirement Date.

Notwithstanding theforegoing, the Participant’s or Former Participant’s Annuity Starting Date mayprecede or be fewer than 30 days after the explanation described in thisSection is provided if:

(A)  theParticipant or Former Participant is given notice of his right to a 30-dayperiod in which to consider whether to (1) waive the normal form of benefit andelect an optional form and (2) to the extent applicable, consent to thedistribution;

(B)   theParticipant or Former Participant affirmatively elects a distribution and aform of benefit and the Spouse, if necessary, consents to the form of benefitelected;

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(C)   theParticipant or Former Participant is permitted to revoke his affirmativeelection at any time prior to his Annuity Starting Date or, if later, theexpiration of a 7-day period beginning on the day after the explanationdescribed in this Section is provided to the Participant or Former Participant;

(D)  the AnnuityStarting Date is after the earlier of (1) the date the Administrative Committeereceives written notice of the Participant’s or Former Participant’s intent tobegin receiving benefits or (2) the date the explanation described in thisSection is provided to the Participant or Former Participant; 

(E)   thedistribution to the Participant or Former Participant does not commence beforethe expiration of the 7-day period described in paragraph (C) above; and

(F)   for AnnuityStarting Dates on or after January 1, 2006, if the Annuity Starting Dateprecedes the date on which the explanation described in this Section isprovided (i) monthly payments to the Participant or Former Participant shallequal the monthly payments the Participant or Former Participant would havereceived had the Participant or Former Participant actually begun to receivepayments on the Annuity Starting Date; (ii) the Participant or FormerParticipant shall receive a make-up payment to reflect the payments that shouldhave been made during the period beginning on the Participant’s AnnuityStarting Date and ending on the date the Participant begins to receive payments(with an adjustment for interest); (iii) for purposes of Section 4.6(e), theidentity of the Participant’s Spouse shall be determined as of the datebenefits commence, except as otherwise provided in a qualified domesticrelations order under Section 414(p) of the Code; (iv) either (I) theParticipant’s or Former Participant’s Spouse, determined as of the datebenefits commence, consents to the distribution, or (II) death benefits payableto the spouse under the form of distribution elected by the Participant orFormer Participant shall not be less than the death benefits that would be paidto the Spouse under the fifty percent (50%) joint and survivor annuitydescribed in Section 4.6(b) that commences after the date on which theParticipant or Former Participant receives the explanation described in thisSection; (v) the distribution satisfies the requirements of section 415 of theCode as of (I) the Annuity Starting Date and (II) unless the distributioncommences less than 12 months after the Annuity Starting Date and the form ofpension is subject to the valuation rules of section 417(e)(3) of the Code, thedate the distribution commences; and (vi) the distribution satisfies therequirements of section 417(e)(3) of the Code as of the Annuity Starting Date;provided, however, that if the form of pension, determined as of the AnnuityStarting Date, is subject to section 417(e)(3) of the Code, the distributionshall not be less than the Actuarial Equivalent of the benefit determined as ofthe date the distribution commences using the interest rate and mortality tableused to calculate lump sum payments under the Plan.”

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5.                Section 4.6(d) ofthe Pension Plan is amended, effective as of January 1, 2006, to delete thefinal paragraph thereof that begins, “The election period shall begin noearlier than....”

6.                Section 4.11 ofthe Pension Plan is amended in its entirety, effective as of March 28, 2005, toread as follows:

“4.11                       Cash-Outof Small Benefits.

(a)    Notwithstandingany other provision of the Plan, for distributions made on or after March 28,2005, if the Actuarial Equivalent value of the vested Accrued Annual Pension orNormal Annual Pension payable as a single life annuity with payments guaranteedfor 120 months payable to a Participant or Former Participant does not exceed$1,000, such benefit shall be paid in a single sum as soon as practicable afterthe Participant’s Termination.  Adistribution pursuant to this subsection (a) shall not require the consent ofthe Participant or the consent of his Spouse.

(b)   Fordistributions made on or after March 28, 2005, a Participant who Terminates forany reason other than on account of death shall be eligible for a voluntarysingle sum payment of the Actuarial Equivalent of his vested Accrued AnnualPension or Normal Annual Pension under the Plan as set forth in this subsection(b).  If the Actuarial Equivalent valueof the vested Accrued Annual Pension or Normal Annual Pension payable as asingle life annuity with payments guaranteed for 120 months payable to aParticipant or Former Participant is more than $1,000, but equal to or lessthan $5,000, determined as of the Participant’s date of Termination, theParticipant shall be eligible to elect to receive payment of his vested AccruedAnnual Pension or Normal Annual Pension in a single sum as settlement of allliabilities of the Plan in connection with the Participant in accordance withthis Section 4.11(b), provided that such payment is made no later than the lastday of the Plan Year following the Plan Year in which the Participant’sTermination occurred.  A distributionpursuant to this subsection (b) shall not require the consent of theParticipant or the consent of his Spouse.

(c)    Fordistributions made on or after March 28, 2005, notwithstanding any otherprovision of this Article IV, the Actuarial Equivalent value of the Spouse’sdeath benefit payable to the Spouse of a Participant or Former Participantpursuant to Section 4.7 shall be distributed to such Spouse as soon aspracticable following the Participant’s or Former Participant’s death if suchActuarial Equivalent value is $5,000 or less.

(d)   Notwithstandingany other provision of the Plan, if a Participant has attained his NormalRetirement Age and the Actuarial Equivalent value of the vested Accrued AnnualPension or Normal Annual Pension payable as a single life annuity with paymentsguaranteed for 120 months payable to a Participant or Former Participant doesnot exceed $5,000, such vested benefit 

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shall be paid in a singlesum as soon as administratively practicable following the later of theParticipant’s Termination or attainment of Normal Retirement Age.  A distribution pursuant to this subsection(d) shall not require the consent of the Participant or the consent of hisSpouse.

(e)    AParticipant who has a zero vested interest in his Accrued Annual Pension shallbe deemed to have received a distribution of his Accrued Annual Pensionimmediately upon his Termination of employment.”

7.                Section 4.13 ofthe Pension Plan is amended in its entirety, effective as of March 28, 2005, toread as follows:

“4.13                       Paymentsto an Alternate Payee.

(a)    Paymentsto an Alternate Payee pursuant to a qualified domestic relations order underSection 414(p) of the Code shall not be made prior to the date that theParticipant or Former Participant has reached or would have reached hisearliest retirement date under the Plan, except for any small payments providedunder subsection (b).

(b)   In theevent that the Actuarial Equivalent single sum value of the benefit payable toan Alternate Payee pursuant to a qualified domestic relations order underSection 414(p) of the Code does not exceed $5,000, such amount shall be paid tosuch Alternate Payee in a single sum as soon as practicable following theAdministrative Committee’s receipt of the order and verification of its statusas a qualified domestic relations order under Section 414(p) of the Code.”

INWITNESS WHEREOF, and as evidence of the adoption of the amendment set forthherein, the Company has caused this instrument to be executed this 20th day ofDecember, 2005.

|  |   | /s/THE PEP BOYS – MANNY, MOE & JACK |
|--|--------|----------------------------------------------|

 

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