**Exhibit 10.1**

**THE PEPBOYS –MANNY, MOE & JACK PENSION PLAN**

**AMENDMENT2007-1**

Pursuant to the authority reserved to it under Section8.2 of The Pep Boys – Manny, Moe & Jack Pension Plan (the “Pension Plan”),the Administrative Committee for the Pension Plan (the “Committee”) herebyamends the Pension Plan as follows:

1.                                       EffectiveJanuary 1, 2007, paragraph (c) under the definition of “ActuarialEquivalent(ce) or Actuarially Equivalent” in Section 2.1 of the Plan is herebyamended in its entirety to read as follows:

“(c)         For periods prior to January 1, 2007,except as provided in the following paragraph, for conversions under Section4.6(b), for optional forms paid according to Section 4.6(e), early retirementunder Section 4.3, conversions with respect to annuity payments made pursuantto qualified domestic relations orders and adjustments under Sections 9.4 and9.4A(b)(2)(B)(i)(B), the UP-1984 Table of Mortality at 71⁄2 percent interest,shall be used. For purposes of establishing present value for Top-Heavy determinations,interest at 71⁄2 percent shall be used and the UP-1984 Table of Mortality.

Effective January1, 2007, for conversions under Section 4.6(b), for optional forms paidaccording to Section 4.6(e), early retirement under Section 4.3, conversionswith respect to annuity payments made pursuant to qualified domestic relationsorders and adjustments under Sections 9.4 and 9.4A(b)(2)(B)(i)(B), the UP-1994Mortality Table projected to 2002 using Scale AA (blended 50% male, 50% female;without adjustment collar) at 71⁄2 percent interest, shall be used.  For purposes of establishing present valuefor Top-Heavy determinations, interest at 71⁄2 percent and the UP-1994 MortalityTable projected to 2002 using Scale AA (blended 50% male, 50% female; withoutadjustment collar)) shall be used. Notwithstanding the foregoing, the benefit determined under thisparagraph shall not be less than the benefit determined under the firstparagraph of this subsection (c) as of December 31, 2006.”

2.                                       EffectiveJanuary 1, 2007, Section 4.6(c) is amended so that the terms “90 days” arereplaced with “180 days.”

3.                                       EffectiveJanuary 1, 2007, Section 4.6(e)(3) of the Plan is redesignated Section4.6(e)(4) and a new Section 4.6(e)(3) is hereby added to the Plan to read asfollows:

“(3)         75% Joint and Survivor Annuity.  A married Participant or Former Participantmay elect to have his pension paid in the form of a 75% joint and survivorannuity, which shall be the Actuarial Equivalent of the normal form for singleParticipants described in Section 4.6(a) payable for life to the Participant orFormer Participant and, thereafter, for the life of the Participant’s or FormerParticipant’s Surviving Spouse in an amount equal to 75% of the amount that waspayable to the Participant or Former Participant.”

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4.                                       EffectiveJanuary 1, 2007, Section 9.4A(b)(2)(B) of the Plan is hereby amended in itsentirety to read as follows:

“(B)         If the benefit of a Participant beginsprior to age 62, the defined benefit dollar limitation applicable to theParticipant at such earlier age is an annual benefit payable in the form of astraight life annuity beginning at the earlier age that is the actuarialequivalent of the defined benefit dollar limitation applicable to theParticipant at age 62 (adjusted under (a) above, if required). The definedbenefit dollar limitation applicable at an age prior to age 62 is determined asthe lesser of (i) the actuarial equivalent (at such age) of the defined benefitdollar limitation computed using (A) an interest rate of 7 1/2%; and (B) theapplicable mortality table described in paragraph (c) under the definition of “ActuarialEquivalent(ce) or Actuarially Equivalent” in Section 2.1; and (ii) theactuarial equivalent (at such age) of the defined benefit dollar limitationcomputed using (A) a 5% interest rate; and (B) the applicable mortality tableas defined in Section 2.1, paragraph (e) of the definition of “ActuarialEquivalent(ce) or Actuarially Equivalent” under the heading “Mortality Tablefor 415 and 417(e) Purposes For Annuity Starting Dates On Or After December 31,2002”, or the applicable mortality table under Section 417(e)(3) of the Codeand Treas. Reg. Section 1.417(e)-1T(d)(2) (as set forth in paragraph (b) of thedefinition of “Actuarial Equivalence”) for Annuity Starting Dates prior toDecember 31, 2002. Any decrease in the defined benefit dollar limitationdetermined in accordance with this subparagraph (B) shall not reflect amortality decrement if benefits are not forfeited upon the death of theParticipant. If any benefits are forfeited upon death, the full mortalitydecrement is taken into account.”

IN WITNESS WHEREOF, and as evidence of the adoption ofthe amendment set forth herein, the Committee has caused this instrument to beexecuted this       day of                 ,2007.
| Attest: |   | ADMINISTRATIVE COMMITTEE FOR THE          |   |   |
|---------|--------|-------------------------------------------|--------|--------|
|    |   | THE PEP BOYS – MANNY, MOE & JACK |   |   |
|    |   | PENSION PLAN                              |   |   |
|    |   |                                      |   |   |
|    |   |                                      |   |   |
|    |   | By:                                       |   |   |   |
|         |        |                                           |        |        |  |

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