<PAGE>
                                                                 Exhibit 10.09b


                                SECOND 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 Second 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 as
         follows:




                                  FIRST CHANGE

                  Article I, Section 1.02, shall be deleted and replaced by the
         following:

                  1.02 "ACTUARIAL EQUIVALENT" shall mean the dollar value of any
                  benefits on a specified date computed on the basis of the
                  Group Annuity Table for 1971 using one hundred percent (100%)
                  males rates and an interest rate of seven percent (7%). With
                  respect to any lump sum payment that may be made, if the seven
                  percent (7%) interest rate exceeds the interest rate used by
                  the Pension Benefit Guaranty Corporation (PBGC) to value
                  annuities for plans terminating as of the first day of the
                  Plan Year that contains the date a calculation is being made,
                  then such rate used by PBGC shall be used in place of seven
                  percent (7%).
<PAGE>
                  Effective for lump sums paid after 1994, a lump sum shall be
         the present value calculated by using the applicable mortality table
         prescribed by the Secretary of the Treasury (based on the
         commissioners' standard table), and the applicable interest rate, the
         rate of interest on thirty (30) year Treasury securities for the month
         of December before the date of distribution which falls in a Plan Year
         following such December, or such other time as the Secretary may by
         regulations prescribe. However, in no event may a lump sum be smaller
         than that based on the December 31, 1994 accrued benefit, and the seven
         percent (7%) and GAM '71 mortality table assumptions."

                                 SECOND CHANGE

         Article V, Section 5.07, shall be amended by deleting 5.07(c) and
replacing it with the following:

             "(c) For purposes of this Section 5.07, "Applicable Interest Rate"
shall mean the interest rate or rates which would be used as of the first day of
the Plan Year in which distribution commences by the Pension Benefit Guaranty
Corporation for purposes of determing the present value of that Participant's
benefits under the Plan if the Plan had terminated on the date distribution
commences with insufficient assets to provide benefits guaranteed by the Pension
Benefit Guaranty Corporation on that date. After 1994 the Applicable Interest
Rate shall be the rate of interest on thirty (30) year Treasury securities for
the month of December before the date of distribution which falls in a Plan Year
following such December, or such other time as the Secretary may by regulations
prescribed, and the applicable Mortality Table shall mean the table prescribed
by the Secretary, based on the commissioners' standard table."

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



<PAGE>
         IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed by its duly authorized officers.


ATTEST:                                    KIMMEL AUTOMOTIVE, INC.

By  ALLEN S. BENOIT                         By  JAMES R. HOUSTON, PRESIDENT
  ------------------------                    -----------------------------