**Exhibit 10.2**

 

**THE PEP BOYS SAVINGS PLAN**

 

**AMENDMENT 2009-1**

 

Pursuant to the authorityreserved to it under Section 8.2 of The Pep Boys Savings Plan (the “Plan”), the Committee for theSavings Plan (the “Committee”) hereby amends the Plan as follows:

 

1.                                       The definition of “Compensation” in Section 2.1of the Plan is hereby amended to add the following to the end of the firstparagraph thereof:

 

“Effective forPlan Years beginning after December 31, 2007, Compensation for purposes ofthis paragraph shall not include any amounts that are excluded from thedefinition of compensation set forth in section 415(c)(3) of the Code.”

 

2.                                       The definition of “Compensation” in Section 2.1of the Plan is hereby amended to add the following to the end of the thirdparagraph thereof:

 

“Compensationfor purposes of this paragraph shall include the following post-severancecompensation amounts if paid by the end of the Limitation Year that includesthe Employee’s termination of employment, or if later, 2-1/2 months after theEmployee’s termination of employment (the “Post Termination Period”) and if:

 

(i)            the payment is regular pay asdescribed in Treasury Regulation section 1.415(c)-(2)(e)(3)(ii); or

 

(ii)           the payment is for unused accruedbona fide sick, vacation or other leave that the Employee would have been ableto use if employment had continued.

 

Any payments not described in the foregoing subsections (i) or (ii) shallnot be considered Compensation if paid after termination of employment, even ifthey are paid within the Post Termination Period.”

 

3.                                       The definition of “Compensation” in Section 2.1of the Plan is hereby amended to replace the reference to “$200,000” with “$230,000.”

 

4.                                       The definition of “Highly CompensatedEmployee” in Section 2.1 of the Plan is hereby amended to add thefollowing to the end of subsection (d) thereof:

 

“Compensationfor purposes of this paragraph shall include the following post-severancecompensation amounts if paid by the end of the Limitation Year that includesthe Employee’s termination of employment, or if later, 2-1/2 months after theEmployee’s termination of employment (the “Post Termination Period”) and if:

 

(i)            the payment is regular pay asdescribed in Treasury Regulation section 1.415(c)-(2)(e)(3)(ii); or

 

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(ii)           the payment is for unused accruedbona fide sick, vacation or other leave that the Employee would have been ableto use if employment had continued.

 

Any payments not described in the foregoing subsections (i) or (ii) shallnot be considered Compensation if paid after termination of employment, even ifthey are paid within the Post Termination Period.”

 

5.                                       Section 5.4 of the Plan is herebyamended to add the following to the end thereof:

 

“Compensation for purposes of this paragraph shall include thefollowing post-severance compensation amounts if paid by the end of theLimitation Year that includes the Employee’s termination of employment, or iflater, 2-1/2 months after the Employee’s termination of employment (the “PostTermination Period”) and if:

 

(i)            the payment is regular pay asdescribed in Treasury Regulation section 1.415(c)-(2)(e)(3)(ii); or

 

(ii)           the payment is for unused accruedbona fide sick, vacation or other leave that the Employee would have been ableto use if employment had continued.

 

Any payments not described in the foregoing subsections (i) or (ii) shallnot be considered Compensation if paid after termination of employment, even ifthey are paid within the Post Termination Period.  Only the first $230,000, as adjusted inaccordance with section 401(a)(17)(B) of the Code, of the amount otherwisedescribed in this Section shall be counted for Plan Years beginning January 1,2008.

 

“Effective January 1,2008, notwithstanding anything herein to the contrary, any Annual Additionsthat are determined to be excess under this Section shall only becorrected as permissible under applicable guidance, including the EmployeePlans Compliance Resolution System that is issued by the Internal RevenueService.”

 

INWITNESS WHEREOF, and as evidence of the adoption of this amendmentset forth herein, the Committee has caused this instrument to be executed this 11thday of August, 2009.

 

 
|   | /s/  COMMITTEE FOR         |
|--------|----------------------------|
|   | THE  PEP BOYS SAVINGS PLAN |

 

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