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                                                                  EXHIBIT 10.09a

                                FIRST AMENDMENT
                                       OF
                         KIMMEL AUTOMOTIVE PENSION PLAN

         Kimmel Automotive, Inc. (hereinafter referred to as "Employer"),
pursuant to action of its Board of Directors, has adopted the following First
Amendment of the Kimmel Automotive Pension Plan, as amended and restated,
effective January 1, 1989.


                                   WITNESSETH

         WHEREAS, by the provisions of Article IX of the Plan, the Employer has
a right to amend the Plan;

         NOW, THEREFORE, the Plan shall be and it is hereby amended effective
January 1, 1989, as follows:


                                  FIRST CHANGE

         Article I, Section 1.07, shall be amended by adding the following
paragraph:


                  "In applying this limitation, the family group of a Highly
         Compensated Participant who is subject to the Family Member aggregation
         rules of Code Section 414(q)(6) because such Participant is either a
         "five percent owner" of the Employer or one of the ten (10) Highly
         Compensated Employees paid the greatest "415 Compensation" during the
         year, shall be treated as a single Participant, except that for this
         purpose Family Members shall include only the affected Participant's
         spouse and any lineal descendants who have not attained age nineteen
         (19) before the close of the year. If, as a result of the application
         of such rules the adjusted 401(a)(17) limitation is exceeded, then the
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Kimmel Automotive Pension Plan
First Amendment
Page 2

         limitation shall be prorated among the affected Family Members in
         proportion to each such Family Member's Compensation prior to the
         application of this limitation, or the limitation shall be adjusted in
         accordance with any other method permitted by Regulation."


                                 SECOND CHANGE

         Article I, Section 1.11, shall be amended in its entirety by
substituting the following:

                  "1.11 "EARLIEST RETIREMENT DATE" shall mean the later of the
         date on which the Participant has attained age fifty-five (55) and
         completed ten (10) Years of Service, but no later than Normal
         Retirement Date. Effective after 1994, for new Participants and for
         Participants who had not completed five (5) years of Service by
         December 31, 1994, fifty-five (55) and ten (10) shall be replaced by
         sixty-two (62) and twenty (20). 'Early Retirement Date' shall mean the
         date of the Participant's actual retirement on or after his Earliest
         Retirement Date, but prior to his Normal Retirement Date. 'Participant'
         shall refer to either an actively employed Participant or an inactive,
         vested Participant."

         IN ALL OTHER RESPECTS, Kimmel Automotive Pension Plan is hereby
ratified and confirmed.


         IN WITNESS WHEREOF, the Employer has caused this amendment to be
executed by its duly authorized officers.


ATTEST:                                    KIMMEL AUTOMOTIVE, INC.

By  JAMES R. HOUSTON                       By  FRANK R. KIMMEL
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