**Exhibit 10.14**

**THE PEP BOYSSAVINGS PLAN**

**AMENDMENT 2005-1**

Pursuant to theauthority reserved to it under Section 10.01 of The Pep Boys Savings Plan(the “Plan”), The Pep Boys—Manny, Moe & Jack (the “Company”) herebyamends the Plan as follows:

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

“*Disability* means a disability that results in theParticipant’s entitlement to long-term disability benefits under the SocialSecurity Act.”

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

“*Employee* means any individual employed by the Employer as acommon law employee. An Employee does not include an independent contractor orany other person who the Employer determines, in its sole discretion based onthe criteria set forth in Treasury Regulation section 31.3401(c)-1, isnot is a common law employee. If a person described in the preceding sentenceis subsequently reclassified as, or determined to be, an employee by the InternalRevenue Service, any other governmental agency or authority, or a court, or ifthe Employer is required to reclassify such an individual as an employee as aresult of such reclassification or determination (including anyreclassification by the Employer in settlement of any claim or action relatingto such individual’s employment status), such individual will not becomeeligible to become a Participant in this Plan by reason of suchreclassification or determination.”

3.                 Effective January 1,2006, the definition of “Excess Aggregate Contributions” in Section 2.1 ofthe Plan is amended in its entirety to read as follows:

“*Excess Aggregate Contributions* means with respect to eachPlan Year, the amount determined for Highly Compensated Eligible Participantsunder the procedure set forth in Treas. Reg. §1.401(m)-2(b)(2) orany successor thereto.”

4.                 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 or survivingspouse of the Participant or Former Participant, as the context requires, whois a person of the opposite gender who is the lawful husband or lawful wife ofa 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.”

5.                 Section 6.1is amended in its entirety to read as follows:

“*Normal Retirement, Termination or Disability*.  If a Participant’s employment is terminated byreason of his Normal Retirement or Termination, or the Participant incurs aDisability, then such Participant shall be entitled to receive the entireamount credited to his Accounts in the manner and at the time provided inSections 6.4 and 6.5.”

6.                 Effective January 1,2006, Section 4.1(d) of the Plan is amended so that the finalsentence of the first paragraph thereof reads as follows:

“It is intended that this contribution shallconstitute a qualified nonelective contribution within the meaning of Treas.Reg. §1.401(k)-6 or any successor thereto.”

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7.                 EffectiveJanuary 1, 2006, Section 4.7(b) of the Plan is amended so thatthe second paragraph thereof reads as follows:

“Compliance with (a) and(b) above, shall be determined in accordance with the rules set forthin Section 401(m)(2) of the Code and Treas. Reg. §1.401(m)-2,or any successors thereto.”

8.                 Effective January 1,2006, Section 4.6 of the Plan is amended in its entirety to read asfollows:

“4.6   *Distribution or Forfeiture of Income Attributable to ExcessContributions*.   Any distribution or forfeiture ofPre-Tax Contributions necessary pursuant to Section 4.5 shall include adistribution or forfeiture of the income, if any, allocable to suchcontributions. Such income shall be determined in accordance with Treas. Reg.§1.401(k)-2(b)(2)(iv)(D).”

9.                 Effective January 1,2006, Section 4.8 of the Plan is amended in its entirety to read asfollows:

“4.8   *Distribution or Forfeiture of Income Attributable to Excess AggregateContributions*.   Any distribution or forfeiture ofExcess Aggregate Contributions necessary pursuant to Section 4.7 shallinclude a distribution or forfeiture of the income, if any, allocable to suchcontributions. Such income shall be determined in accordance with Treas. Reg.§1.401(m)-2(b)(2)(iv)(D).”

10.          Effective January 1,2006, Section 4.9 of the Plan is amended in its entirety to read asfollows:

“4.9   *Requirements for Qualified Non-Elective Contributions and QualifiedMatching Contributions*.   Any contributionsthat are designated as qualified non-elective contributions or as qualifiedmatching contributions shall meet the requirements of Treas. Reg. Sections1.401(k)-2(a)(6) and 1.401(m)-1(a)(6). In addition, qualifiednon-elective contributions and qualified matching contributions shall be fullyvested at all times. Such contributions shall be distributed from the Plan onlyin accordance with the events enumerated in the Plan provided however, that inno event shall such amounts be available for hardship withdrawal.”

11.          Effective March 28,2005, Section 6.4(c) of the Plan is deleted, subsections (d) through(h) are redesignated as (c) through (g), respectively, and allreferences to such subsections in the Plan are redesignated accordingly, andnewly redesignated Section 6.4(c) (formerly Section 6.4(d)) ofthe Plan is amended to add the following sentences to the end thereof:

“Notwithstandingany provision of the Plan to the contrary, effective March 28, 2005, inthe event of an involuntary distribution under the Plan that is greater than$1,000 but less than or equal to $5,000, if the Participant does not elect tohave such distribution paid directly to an Eligible Retirement Plan specifiedby the Participant in a Direct Rollover or to receive the distributiondirectly, then the Committee shall pay the distribution in a Direct Rollover toan individual retirement account designated by the Committee. If the value ofthe Participant’s nonforfeitable Account balance is $1,000 or less (determinedby taking into account that portion of the Account balance that is attributableto rollover contributions (and allocable earnings thereto) within the meaningof sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) ofthe Code), the Plan shall distribute the Participant’s entire nonforfeitableAccount balance as soon as administratively feasible without the consent of theParticipant following termination of employment. Furthermore, any distributionto a Participant’s Beneficiary on account of a Participant’s death that is lessthan or equal to $5,000 shall be automatically distributed to such Beneficiaryas soon as practicable following the Participant’s death.”

12.          Effective March 28,2005, Section 6.4(g) of the Plan is amended in its entirety to readas follows:

“(g)   Distribution to analternate payee of a Participant or Former Participant, pursuant to a qualifieddomestic relations order (“QDRO”), as defined in Section 414(p) ofthe Code, shall be made as soon as practicable following the finalization ofthe QDRO, or such later date as the QDRO may authorize; provided, however,effective March 28, 2005, any distribution to an alternate payee hereunderthat is less than or equal to $5,000 shall be automatically distributed to suchalternate payee as soon as practicable following the finalization of the QDRO.”

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13.          Effective January 1,2006, Section 6.8(c)(2) of the Plan is amended in its entirety toread as follows:

“(2)   The existence of afinancial hardship, and the amount necessary to meet such hardship, shall bedetermined by the Committee in accordance with the rules set forth below. Notwithstandingthe foregoing, a hardship withdrawal by a Participant hereunder may not includeany amounts attributable to “qualified non-elective” and “qualified matching”contributions as defined under Section 401(k) of the Code.

An immediate and heavy financial need shall be limitedto a need for funds for any of the following purposes:

(A)  medicalexpenses described in Section 213(d) of the Code and incurred by theParticipant, his Spouse, or any of the Participant’s dependents (as defined inTreas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3) (or thedistribution is necessary for such persons to obtain such medical care));

(B)   costsdirectly related to the purchase (excluding mortgage payments) of a principalresidence of the Participant;

(C)   the paymentof tuition, related educational fees, and room and board expenses for the next12 months of post-secondary education for the Participant, or the Participant’sSpouse, children, or dependents (as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));

(D)  paymentsnecessary to prevent the eviction of the Participant from his principal residenceor foreclosure on the mortgage of the Participant’s principal residence;

(E)   expensesfor the repair of damage to the Participant’s principal residence that wouldqualify for the casualty deduction under section 165 of the Code (determinedwithout regard to whether the loss exceeds 10% of adjusted gross income);

(F)   paymentsfor burial or funeral expenses for the Participant’s deceased parent, spouse,children or dependents (as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));

(G)  federal,state or local income taxes or penalties reasonably anticipated to result fromthe distribution; or

(H)  such othercircumstances as may be prescribed by the Secretary of the Treasury or hisdelegate.”

14.          Effective January 1,2006, Section 6.8(c)(5) of the Plan is deleted and Section 6.8(c)(4) ofthe Plan is amended so that the first sentence thereof reads as follows:

“Following paymentof any hardship distribution to a Participant hereunder, such Participant maynot make Pre-Tax Contributions (and the Participant shall be precluded frommaking any employee contributions to all other plans maintained by the Employeras defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iv)(E)(2)),during the six calendar months immediately following the effective date of suchhardship withdrawal.”

15.          Effective January 1,2006, Section 12.1 of the Plan is amended so that the second sentencethereof reads as follows:

“A distribution may not be made from the Plan due tothe termination of the Plan if the Employer established or maintains analternative plan, as such terms are defined in Treas. Reg. Section 1.401(k)-1(d)(4).”

IN WITNESS WHEREOF,and as evidence of the adoption of the amendment set forth herein, the Companyhas caused this instrument to be executed this 20th day of December, 2005.

|  | **/s/ THE PEP  BOYS—MANNY, MOE & JACK** |
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