Prepared by RR Donnelley


			THE PEP BOYS - MANNY, MOE & JACK 
ACCOUNT PLAN
(formerly part of The Pep Boys - Manny, Moe & Jack 
Executive Supplemental Retirement Plan) 
RECITALS
            WHEREAS, The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation 
(the ?Company?), established an Executive Supplemental Pension Plan (hereinafter referred to as 
the ?Supplemental Plan?) effective January 1, 1982;
            WHEREAS, the Company previously amended and completely restated the 
Supplemental Plan effective January 1, 1988, and further amended and restated the Supplemental 
Plan effective on February 13, 1992, March 31, 1995, and March 26, 2002;
            WHEREAS, pursuant to resolutions adopted March 3, 2004, the Board changed 
the name of the Supplemental Plan to the ?Executive Supplemental Retirement Plan? (the 
?Executive Plan?) and amended and restated the Executive Plan with respect to certain of those 
individuals who were Eligible Employees (as defined in the Executive Plan) on such date, altered 
the method of delivering benefits for certain specified Participants and gave others an election as 
to the manner in which they were credited with a benefit; 
 
                WHEREAS, the foregoing changes were incorporated into an amendment and 
restatement of the Executive Plan, effective as of January 31, 2004;
            WHEREAS, the Company now desires to amend the Executive Plan to comply 
with the requirements of section 409A of the Code and its corresponding final regulations;
             WHEREAS, the Company also now desires to split the Executive Plan into two 
separate independent plan documents, with one plan document covering Legacy Plan 
Participants, the Legacy Plan, and the other plan document covering Non-Legacy Plan 
Participants, this Plan; 
            WHEREAS, effective January 1, 2009, this Plan document is intended to reflect 
the split of the Executive Plan and to cover all Non-Legacy Plan Participants who were entitled 
to receive a benefit from the Executive Plan as of December 31, 2008, but did not commence to 
receive their benefit from the Executive Plan as of such date, as well as any individual who 
becomes eligible to participate in the Plan on or after January 1, 2009, and to implement changes 
required pursuant to and consistent with section 409A of the Code;   
 
                WHEREAS, benefit payments commencing prior to January 1, 2009 are governed 
by the terms of the Executive Plan as it existed prior to the Effective Date and are either 
grandfathered from the requirements of section 409A of the Code or payable pursuant to a fixed 
schedule as required by, and in compliance with, section 409A of the Code, with payments made 
between January 1, 2005 and December 31, 2008 that are subject to the requirements of section 
409A, the Executive Plan has been operated in accordance with transition relief established by 
the Treasury Department and Internal Revenue Service pursuant to section 409A of the Code; 
and
            WHEREAS, Section 9.1 of the Executive Plan authorizes the Board to amend the 
Executive Plan.
            NOW, THEREFORE, the portion of the Executive Plan relating to Non-Legacy 
Plan Participants, is hereby amended and restated, effective as of January 1, 2009, as follows: 
            

ARTICLE I 
Definitions
            1.1        ?Administrator? or ?Plan Administrator? shall mean a committee 
composed of three or more persons designated from time to time by the Board.
            1.2        ?Board? shall mean the Board of Directors of the Company.
            1.3        ?Code? shall mean the Internal Revenue Code of 1986, as amended from 
time to time and includes any regulations issued thereunder.
            1.4        ?Company? shall mean The Pep Boys - Manny, Moe & Jack, a 
Pennsylvania corporation.
            1.5        ?Compensation? shall mean, for each Plan Year, 100% of an Eligible 
Employee?s annual base salary for such Plan Year and annual bonus earned under the 
Employer?s Annual Incentive Bonus Plan, or any other bonus plan that replaces such plan or is in 
addition to such plan for the Plan Year, for the performance period that commences during such 
Plan Year, before taking into account amounts which an Eligible Employee elects to forego to 
provide benefits under a plan which satisfies the provisions of section 401(k) or 125 of the Code 
or to provide benefits under the Company?s Deferred Compensation Plan; provided, further, that 
any bonus that was earned under the Employer?s Annual Incentive Bonus Plan, or any other 
bonus plan that replaces or is in addition to such plan, prior to the date Compensation hereunder 
is determined but which is unpaid for any reason as of the calculation date shall be included as 
Compensation for purposes hereof.
            1.6        ?Disability? shall mean that a Participant ceases employment with the 
Employer when he or she is entitled to receive benefits under the Long Term Disability Salary 
Continuation Plan sponsored by the Employer. 
            1.7         ?Effective Date? shall mean January 1, 2009.
            1.8        ?Eligible Employee? shall mean an employee of the Employer who is a 
key employee, including officers and directors who are key employees, and is designated by the 
Board to participate in this Plan.  Any individual who is actively participating in the Legacy Plan 
shall not qualify as an Eligible Employee for purposes of this Plan.  
            1.9        ?Employer? shall mean the Company or any of its subsidiaries. 
            1.10        ?ERISA? shall mean the Employee Retirement Income Security Act of 
1974, as amended from time to time and includes any regulations issued thereunder. 
            1.11        ?Executive Plan? shall mean such term as is defined in the Recitals of this 
Plan. 
            1.12        ?Investment Election Form? shall mean the form prescribed by the 
Administrator, filed by a Participant with the Administrator, to designate the investment vehicles 
for which the amounts credited to the Participant?s Plan Account shall be deemed to be invested 
under Section 3.2 of the Plan.
            1.13        ?Legacy Plan? shall mean The Pep Boys ? Manny, Moe & Jack Legacy 
Plan.
            1.14        ?Legacy Plan Participant? shall mean such term as is defined in the 
Legacy Plan.
            1.15        ?Non-Legacy Plan Participant? shall mean any participant in the 
Executive Plan who was not a Legacy Plan Participant.
            1.16        ?Participant? shall mean each Non-Legacy Plan Participant who is entitled 
to receive a benefit from the Executive Plan immediately prior to the Effective Date and did not 
commence receipt of his or her benefit under the Executive Plan immediately prior to the 
Effective Date, and each Eligible Employee who first becomes eligible to participate in the Plan 
pursuant to Sections 2.1 and 2.2 on or after the Effective Date and is entitled to receive a benefit 
under the Plan.  
            1.17        ?Plan? shall mean The Pep Boys ? Manny, Moe & Jack Account Plan as 
set forth herein as of the Effective Date, and the same as may be further amended from time to 
time.
            1.18         ?Plan Account? shall mean for each Participant his or her Retirement 
Contribution Account and the Prior Executive Plan Account, if applicable.
            1.19        ?Plan Year? shall mean the calendar year.
            1.20        ?Prior Executive Plan Account? shall mean the individual account 
maintained on the books of the Company for each Non-Legacy Plan Participant under the 
Executive Plan and all sums accounted for therein immediately prior to the Effective Date. 
            1.21        ?Retirement Contribution? shall mean a credit to a Participant?s 
Retirement Contribution Account pursuant to Section 4.1 of the Plan.  For periods prior to the 
Effective Date, the term ?Retirement Contribution? shall have the meaning in the Executive 
Plan.
            1.22        ?Retirement Contribution Account? shall mean the individual account 
maintained on the books of the Company for each Participant to record the crediting of all 
Retirement Contributions, and all earnings related to such Retirement Contributions, on and after 
the Effective Date, and the debiting of all distributions to the Participant or to his or her 
beneficiary on and after the Effective Date with respect to such Retirement Contributions.
            1.23        ?Separation Date? shall mean the last day on which a Participant is 
employed by an Employer on account of a Separation From Service.
            1.24         ?Separation From Service? shall mean a Participant?s separation from 
service with the Employer within the meaning of section 409A of the Code and the regulations 
issued thereunder.  
            1.25         ?Specified Employee? shall mean any Participant who, at any time during 
the twelve month period ending on the identification date (as determined by the Company or its 
delegate), is a specified employee under section 409A of the Code, as determined by the 
Company (or its delegate).  The determination of ?specified employees,? including the number 
and identity of persons considered ?specified employees? and identification date, shall be made 
by the Company (or its delegate) in accordance with the provisions of sections 416(i) and 409A 
of the Code and the regulations issued thereunder.
            1.26        ?Year of Service? shall mean a consecutive twelve-month period during 
which an individual is continuously employed by the Employer as an Eligible Employee.  Each 
Year of Service earned prior to the Effective Date under the Executive Plan shall count as a Year 
of Service under this Plan.  For purposes of this Plan, any partial Years of Service shall not be 
included in the calculation of benefits or for any other purpose hereunder and Years of Service 
for which the individual did not qualify as an Eligible Employee shall not count.  If a terminated 
employee is rehired and is designated as an Eligible Employee, his or her Years of Service shall 
not include his or her pre-termination employment.  If a Legacy Plan Participant after ceasing to 
participate in the Legacy Plan is subsequently designated as an Eligible Employee for purposes 
of this Plan and such Legacy Plan Participant was continuously employed during such 
subsequent period, such Legacy Plan Participant shall receive credit for his or her Years of 
Service prior to being so designated.
ARTICLE II 
Participation
            2.1        Eligibility to Participate.  Each Non-Legacy Participant who was entitled 
to receive a benefit under the Executive Plan on December 31, 2008, but did not receive payment 
of his or her benefit prior to the Effective Date, shall be a Participant in the Plan as of the 
Effective Date and such Participant?s benefit paid on or after the Effective Date shall be 
governed by the terms of the Plan as set forth herein.  Each individual who becomes an Eligible 
Employee on or after the Effective Date shall commence participation in the Plan on the date he 
or she is designated as an Eligible Employee by the Administrator and for as long as such 
individual is entitled to receive a benefit from the Plan such individual shall be deemed a 
Participant.  
            2.2        Procedure for and Effect of Admission.  On and after the Effective Date, 
each individual who first becomes an Eligible Employee for a Plan Year shall become a 
Participant in the Plan for such Plan Year at the time designated by the Administrator.  Prior to 
active participation in the Plan such Participant shall be provided with such forms as the 
Administrator determines necessary to effectuate the participation of such Eligible Employee in 
the Plan, including an Investment Election Form and beneficiary designation form in the event of 
the death of the Eligible Employee.  
            2.3        Termination.  An individual shall continue as a Participant in the Plan for 
as long as he or she is entitled to receive a benefit from the Plan; provided, however, that a 
Participant?s active participation in the Plan for purposes of eligibility to receive Retirement 
Contributions shall terminate on the earliest of the date (a) his or her designation as an Eligible 
Employee is terminated by the Board, (b) he or she has a Separation From Service from the 
Employer for any reason, or (c) the Plan is terminated.  
            2.4        Reemployment.  If an Eligible Employee ceases being eligible to 
participate in the Plan and subsequently becomes eligible to participate in the Plan on or after the 
Effective Date, such Eligible Employee?s participation in the Plan shall commence for the Plan 
Year designated by the Administrator.  Such Eligible Employee shall be required to execute such 
forms as required by the Administrator, including an Investment Election Form and beneficiary 
designation form in the event of the death of the Eligible Employee.
ARTICLE III 
Plan Accounts
            3.1        Establishment of Accounts.  The Plan Administrator shall maintain a Plan 
Account on behalf of each Participant in the Plan.  Such Plan Account shall consist of a Prior 
Executive Plan Account for each Participant who had such under the Executive Plan and a 
Retirement Contribution Account to reflect Retirement Contributions credited on behalf of such 
Participant on and after the Effective Date.
            3.2        Investment Funds.  Amounts credited to a Participant?s Plan Account shall 
be credited with earnings, at periodic intervals determined by the Plan Administrator, at a rate 
equal to the actual rate of return for such period of an investment fund or funds or index or 
indices selected by that Participant on his or her Investment Election Form from a range of 
investment vehicles authorized by the Plan Administrator.  The rate of return on investment 
vehicles shall be tracked solely for the purpose of computing the amount of benefits payable to 
Participants under the Plan.  Neither the Company nor any other Employer shall be obligated to 
make any actual investment.  A Participant may change the investment allocations for existing 
amounts credited to his or her Plan Account or for future amounts credited to his or her Plan 
Account by completing a new Investment Election Form and submitting such to the Plan 
Administrator.  Amended Investment Election Forms may be submitted by the Participant to the 
Plan Administrator at such times as permitted by the Plan Administrator in or her sole discretion.
            3.3        Bookkeeping Entries.  The maintenance of an individual Plan Account on 
behalf of each Participant is for bookkeeping purposes only.  Neither the Company nor any other 
Employer shall be obligated to acquire or set aside any particular assets for the discharge of their 
obligations under the Plan, nor shall any Participant to have any property rights in any particular 
assets that may be held by the Company or any other Employer with respect to the Plan.
            3.4        Statements.  Statements shall be sent to each Participant no less frequently 
than quarterly setting forth the value of the Participant?s Plan Accounts.
ARTICLE IV 
Retirement Contributions
            4.1        Amount.  The Retirement Contribution Account of each Participant shall 
be credited with a Retirement Contribution based on a percentage of his or her Compensation for 
a Plan Year provided that the Participant is an Eligible Employee on the last day of such Plan 
Year.  The applicable percentage for any Plan Year shall be determined in accordance with the 
following schedule:
If the Participant is...
Retirement 
Contribution 
Percentage
At least 55 years of age
19%
At least 45 years of age but not more than 54 years of age
16%
At least 40 years of age but not more than 44 years of age
13%
Not more than 39 years of age
10%
            For purposes of this Section 4.1, a Participant?s age shall be determined at the end 
of each Plan Year to which the particular Retirement Contribution relates.  Notwithstanding 
anything herein to the contrary, (i) for the first four Plan Years that a Participant is an Eligible 
Employee, including Plan Years under the Executive Plan, but only with respect to Eligible 
Employees who were eligible to participate in the Plan on the Effective Date, the Retirement 
Contribution shall be limited to 10% of Compensation irrespective of the Participant?s age, and 
(ii) in the case of a Participant who ceases to be an Eligible Employee during a Plan Year by 
reason of death or a Disability, a pro rata portion of the Retirement Contribution shall be credited 
based on the number of months during the Plan Year in which the Eligible Employee was 
employed by the Employer prior to death or Disability.  If an Eligible Employee is rehired by the 
Employer after the Effective Date, such Eligible Employee will not receive any credit for Years 
of Service earned prior to such rehire date and such Eligible Employee will be subject to 
satisfying the requirements of clause (i) above for his first four Plan Years after his rehire date.
            4.2        Crediting.  Retirement Contributions shall be credited to an Eligible 
Employee?s Retirement Contribution Account for a Plan Year as soon as administratively 
practicable following the completion of the Plan Year for which the Retirement Contribution 
relates or such earlier date as is designated by the Company provided that such credit shall be 
tentative until the end of the Plan Year in order that the requirements of Section 4.1 be 
determined to be satisfied.   
ARTICLE V 
Vesting
            5.1        Vesting.  Each Participant will vest in the amounts credited to his or her 
Plan Account, and the related earnings thereon (if any), upon such individual?s completion of 
four Years of Service.  
ARTICLE VI 
Distributions
            6.1        Separation From Service.  Each Participant?s Plan Account shall be 
distributed to him on account of his Separation from Service.  Such distribution shall be paid in a 
single lump sum in cash to the Participant within sixty (60) days following the six month 
anniversary of his Separation Date.  The lump sum payment shall be equal to the value of such 
Plan Account as of the last business day immediately preceding the date of payment.
            6.2        Death.  
                  (a)        In the event of a Participant?s death prior to his or her Separation 
From Service, distribution of the Participant?s Plan Account shall be made to the Participant?s 
beneficiary in a lump sum within sixty (60) days following the date of the Participant?s death.  
The amount of any lump sum benefit payable in accordance with this subsection shall equal the 
value of the Participant?s Plan Account as of the last business day immediately preceding the 
date on which such benefit is paid.  
                  (b)        In the event a Participant dies after the Participant?s Separation 
From Service, and prior to the full distribution of the amounts credited to the Participant?s Plan 
Account, the Participant?s Plan Account shall be paid to the Participant?s beneficiary at such 
times and in such amounts as they would have been paid to the Participant had the Participant 
survived.
            6.3        Beneficiary Designation.  Each Participant shall have the right to 
designate one or more beneficiaries and contingent beneficiaries to receive any vested amount in 
such individual?s Plan Account at the time of his or her death by filing a written designation with 
the Plan Administrator on the form prescribed by it for such purpose.  Participants may thereafter 
designate different beneficiaries at any time by filing a new written designation.  The consent of 
the beneficiary is not required for any revocation or change of election of beneficiary.  Any 
written designation shall become effective only upon its receipt by the Plan Administrator.  If all 
of the designated beneficiaries should die on or before the commencement of distribution of 
death benefits and the Participant fails to make a new designation, his or her beneficiary shall be 
determined pursuant to Section 6.4.  If the beneficiary (or last contingent beneficiary) determined 
pursuant to this Section 6.3 or the initial beneficiary determined pursuant to Section 6.4 dies 
before all payments are made, then the balance of the payments shall be made to such 
beneficiary?s estate unless such beneficiary (or last contingent beneficiary) designates a second-
level beneficiary by filing a written designation with the Administrator on the form prescribed by 
it for such purpose, in which case such second-level beneficiary shall be treated as a beneficiary 
hereunder.
            6.4        Beneficiary List.  If a Participant omits or fails to designate a beneficiary 
or if no designated beneficiary survives such individual, the vested amount in such individual?s 
Plan Account at the time of his or her death shall be paid to the beneficiary determined from the 
following priority list: (a) surviving spouse, or if none, then (b) the Participant?s estate.
ARTICLE VII 
Loss of Benefits
            7.1        Loss of Benefits.  Notwithstanding any provision of the Plan, a person 
who has a vested benefit in his or her Plan Account shall cease to have any right to receive any 
payment hereunder and all obligations of the Company to make payments to or on account of 
such Participant shall cease and terminate should the Administrator find, after full consideration 
of the facts presented on behalf of the Company and the Participant, that:
                  (a)        such Participant, during his or her employment with the Employer 
and during the one year thereafter, unless the Participant was terminated by the Employer 
without Cause (as defined in the Non-Competition Agreement between the Employer and the 
Participant), directly or indirectly, engaged in (as a principal, partner, director, officer, agent, 
employee, consultant or otherwise) or was financially interested in any business operating within 
the United States of America, if (i) such business? primary business is the retail and/or 
commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance 
services including, without limitation, the entities (including their franchisees and affiliates) 
listed on Schedule 7.1(a)(i) hereto, or (ii) such business is a general retailer which generates 
revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or 
automotive repair/maintenance services in an aggregate amount in excess of $1 billion, 
including, without limitation, the entities (including their franchisees and affiliates) listed on 
Schedule 7.1(a)(ii) hereto.  However, nothing contained in this Section 7.1(a) shall prevent the 
Participant from holding for investment up to two percent (2%) of any class of equity securities 
of a company whose securities are traded on a national or foreign securities exchange;
                  (b)        such Participant, during his or her employment with the Employer 
or during the one year thereafter, directly or indirectly, induced or attempted to influence any 
employee of the Employer to terminate his or her employment with the Employer or hired or 
solicited for hire on behalf of another employer any person then employed or who had been 
employed by the Employer during the immediately preceding six months; or
                  (c)        such Participant?s employment by the Employer was terminated 
(other than in connection with or following a Change of Control) in connection with any act of 
disloyalty to the Employer including, without limitation, fraud, embezzlement, theft, breach of 
the Company?s Conflict of Interest or, Ethics Policies, commission of a felony or proven 
dishonesty in the course of his or her employment or service or unauthorized disclosure of trade 
secrets or confidential information of the Employer.
ARTICLE VIII 
Termination and Amendments
            8.1        Amendments.  The Company may amend this Plan in whole or in part by 
appropriate resolution of the Board; provided, however, that, no amendment shall (i) decrease or 
limit any benefits or rights accrued under the Plan prior to the date of the amendment, or (ii) 
modify any provision of this Article VIII without the consent of a majority of the Participants 
affected by such amendment.  Notwithstanding the foregoing, the Board, without the consent of 
a Participant, may make all technical, administrative, regulatory and compliance amendments to 
the Plan that the Board deems necessary and appropriate so that the Plan meets the requirements 
of section 409A of the Code.
            8.2        Termination.  The Company reserves the right to terminate this Plan in its 
entirety at any time by an appropriate resolution of the Board; provided, however, that any 
termination of the Plan shall not (i) terminate or diminish any benefits then payable under the 
Plan, (ii) terminate or diminish any benefits payable in the future under the Plan with respect to 
benefits accrued as of the date of termination of the Plan, or (iii) decrease or limit any benefits or 
rights accrued under the Plan prior to the date of termination without the consent of a majority of 
the Participants affected by such termination.  Any termination of the Plan shall be done in a 
manner that complies with the requirements of Treas. Reg. section 1.409A-3(j)(4)(ix) (or any successor 
regulation thereto).
ARTICLE IX 
Plan Administration
            9.1        Named Fiduciary and Plan Administrator.  The committee designated by 
the Board shall be the Administrator and ?named fiduciary? (within the meaning of ERISA) of 
this Plan.  The Administrator shall have the authority to control and manage the operation and, 
administration of the Plan.  The Administrator shall act by majority vote of the committee 
members.  No Participant who is a member of the committee shall participate in committee 
decisions affecting him.
            9.2        Delegation of Duties.  The Administrator may (a) delegate all or a portion 
of the responsibilities of controlling and managing the operation and administration of the Plan 
to one or more persons; and (b) appoint such agents, advisors, counsel, or other representatives to 
render advice with regard to any of its responsibilities under the Plan.  Wherever the term 
?Administrator? is used herein in connection with the operation or administration of the Plan, 
such term shall include all delegates appointed by the Administrator.
            9.3        Powers and Duties.  The authority and responsibility to control and 
manage the operation and administration of the Plan shall include, but shall not be limited to, the 
performance of the following acts:
                  (a)        The filing of all reports required of the Plan.
                  (b)        The distribution to Participants and beneficiaries of all reports and 
other information required of the Plan.
                  (c)        The keeping of complete records of the administration of the Plan.
                  (d)        Developing rules and regulations for administration and 
interpretation of the Plan consistent with the terms and provisions of the Plan.
                  (e)        The interpretation of the Plan including the determination of any 
questions of fact arising under the Plan and the making of all decisions required by the Plan.  The 
construction of the Plan and any actions and decision taken thereon in good faith by the 
Administrator shall be final and conclusive.  The Administrator may correct any defect, or 
supply any omission, or reconcile any inconsistency in the Plan in such manner and to such 
extent as shall be expedient to carry the Plan into effect and shall be the sole judge of such 
expediency.
The Administrator?s determinations (including those made by any person or persons to whom the 
Administrator?s power has been delegated hereunder) on all matters relating to the Plan shall be 
final, binding and conclusive for all purposes, upon all persons, including without limitation, the 
Company and any other Employer and all Participants and their respective beneficiaries, and 
successors hereunder.  Each Participant, by accepting status as a Participant in the Plan agrees 
that (i) all benefits shall be paid strictly in accordance with the terms of the Plan, and (ii) that the 
Administrator shall have the discretion and authority set forth in this Article IX and in the Plan 
generally.
            9.4        Payment of Expenses.  All expenses of the Administrator shall be paid by 
the Company.
            9.5        Indemnity of Plan Administrator.  The Company shall indemnify the Plan 
Administrator or any individual who is a delegate against any and all claims, loss, damage, 
expense or liability arising from any action or failure to act, except when due to gross negligence 
or willful misconduct.
            9.6        Agent for Service of Process.  The Company shall be the agent for the 
Plan for service of legal process.
ARTICLE X 
Claims Procedure
            10.1        Claim.  A Participant or his or her beneficiary or authorized representative 
(each one being hereinafter referred to as a ?Claimant?) who expects a benefit under the Plan 
which he has not received may file a formal claim for benefits under the Plan with the 
Administrator.  The Administrator shall review the claim and render a determination relating to 
the claim based on this Plan document (including the Administrator?s power and authority to 
interpret and construe the Plan and to make rules relating to the administration of the Plan) and 
consistent with prior determinations rendered with respect to similarly situated claims.  The 
Administrator shall notify the Claimant within ninety (90) days of the receipt of the claim of the 
Administrator?s determination relating to the claim, unless the Administrator determines that 
special circumstances require an extension of time for processing a claim, in which case the 
Administrator shall notify the Claimant of the extension within ninety (90) days of receipt of the 
claim, specifying the special circumstances requiring an extension and the date by which it 
expects to render a determination on the claim, which determination must be rendered and notice 
given to the Claimant no later than the 180th day following the receipt of the claim.  If an 
extension is required because the Claimant failed to submit the information necessary to decide a 
claim, the time period for making a benefit determination set forth in the prior sentence shall be 
tolled from the date on which the notification of the extension is sent to the claimant until the 
date on which the Claimant responds to the request for additional information.  The 
determination notice shall be in writing, sent by regular mail to the address specified by the 
Claimant or if none is specified to the Claimant?s last known address, and must contain the 
following information:
                  (a)        The specific reasons for a determination adverse to the Claimant, if 
applicable;
                  (b)        The specific reference to the pertinent Plan provision(s) on which 
the determination is based;
                  (c)        If applicable, a description of any additional information or 
material necessary to perfect the claim, and an explanation of why such information or material 
is necessary; and
                  (d)        An explanation of the claims review procedure and the time 
limitations of the review procedure applicable thereto, including a statement of the Claimant?s 
right to bring a civil action under section 502(a) of ERISA following an appeal of any adverse 
benefit determination.
For purposes of this Article X, claims, notifications and determinations shall be deemed to be 
received when actually received and parties shall be deemed to be notified and a notification 
shall be deemed to be sent or submitted on the date that such notification is postmarked or 
actually delivered by courier if not mailed.
            10.2        Appeal Procedure.  A Claimant is entitled to request an appeal of any 
adverse determination of his or her claim by the Administrator.  The request for appeal must be 
submitted in writing within 60 days of the receipt by the Claimant of the notification of an 
adverse claim determination.  Absent a request for appeal within the 60-day period, the 
determination of the Administrator regarding the claim will be deemed to be final and 
conclusive.  During the appeal process, the Claimant shall have a reasonable opportunity to 
submit written comments, documents, records and other information relating to the claim and 
shall be entitled, free of charge, to reasonable access to and copies of all documents, records and 
other information relevant to the claim.  The Administrator shall review the appeal of the initial 
claim determination (including all comments, documents, records and other information 
submitted by the Claimant, regardless of whether such information was submitted with the 
original claim) and render a final determination.
            10.3        Final Determination.  Within sixty (60) days following receipt by the 
Administrator of the Claimant?s request for appeal, the Administrator shall render a final 
determination relating to the claim, unless the Administrator determines that special 
circumstances (such as the need to hold a hearing) require an extension of time for processing the 
appeal, in which case the Administrator shall notify the Claimant of such extension within sixty 
(60) days following receipt by the Administrator of the request for appeal, specifying the special 
circumstances requiring an extension and the date by which it expects to render a final 
determination on the appeal, which determination must be rendered and notice given to the 
Claimant no later than the 120th day following the receipt by the Administrator of the request for 
appeal.  If an extension is required because the Claimant failed to submit the information 
necessary to decide a claim, the time period for making a benefit determination set forth in the 
prior sentence shall be tolled from the date on which the extension notification is sent to the 
Claimant until the date on which the Claimant responds to the request for additional information.  
The final determination shall be made in writing to the Claimant.  The final determination shall 
(i) recite the specific reasons for a determination adverse to the Claimant, if applicable, with 
specific reference to the pertinent Plan provision(s) on which the determination is based, (ii) state 
that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and 
copies of all documents, records and other information relevant to the claim and (iii) state that 
the Claimant has a right to bring an action under section 502(a) of ERISA.
ARTICLE XI 
Source of Benefits and Payments
            11.1        Unfunded Plan.  The Plan is intended to constitute an ?unfunded? plan of 
deferred compensation for Participants.  Benefits payable hereunder shall be payable out of the 
general assets of the Company, and no segregation or any assets whatsoever for such benefits 
shall be made.  Nothing contained herein shall give any Participant or beneficiary any rights to 
assets that are greater than those of a general creditor of the Employer.
            11.2        Non-Alienation.  None of the payments, benefits or rights of Participant or 
beneficiary thereof shall be subject to any claim of any creditor of such person and, in particular, 
to the fullest extent permitted by law, shall be free from attachment, garnishment, trustee?s 
process, or any other legal or equitable process available to any creditor of such person.  No 
Participant or beneficiary thereof shall have the right to alienate, anticipate, commute, pledge, 
encumber or assign any of the benefits or payments which he may expect to receive, contingently 
or otherwise, under this Plan, except the right to designate a beneficiary or beneficiaries as 
hereinabove provided.
            11.3        Incapacity.  If the Company determines that a person entitled to receive 
any benefit payment is under a legal disability or is incapacitated in any way so as to be unable 
to manage his or her financial affairs, the Company may make payments to such person?s legal 
representative or to a relative or other person for his or her benefit, or apply the payment for the 
benefit of such person in such manner as the Company considers advisable.  Any payment of a 
benefit in accordance with the provisions of this Section 11.3 shall be a complete discharge of 
any liability to make such payment.
ARTICLE XII 
Miscellaneous
            12.1        Effective Date.  This Plan is effective as of the Effective Date and shall be 
applicable to each Non-Legacy Plan Participant who did not receive payment of his or her 
benefit from the Executive Plan prior to the Effective Date and each individual who becomes an 
Eligible Employee on or after the Effective Date and is entitled to receive a benefit under the 
Plan.  The rights and benefits of any Non-Legacy Plan Participant who commenced benefit 
payments prior to January 1, 2009 are governed by the terms of the Executive Plan as it existed 
prior to the Effective Date and are either grandfathered from the requirements of section 409A of 
the Code or payable pursuant to a fixed schedule as required by, and in compliance with, section 
409A of the Code, with payments made between January 1, 2005 and December 31, 2008, the 
Executive Plan has been operated in accordance with transition relief established by the Treasury 
Department and Internal Revenue Service pursuant to section 409A of the Plan.  The rights and 
benefits of a Legacy Plan Participant shall not be governed by the terms of this Plan.
            12.2        Employment Obligations.  The establishment of this Plan shall not be 
construed as creating any contract of employment between the Employer and any Participant.  
Nothing in this Plan shall be construed as conferring upon any Participant any right to continue 
in the employment of the Employer, nor shall it interfere with the rights of the Employer to 
terminate the employment of any Participant and/or to take any personnel action affecting any 
Participant without regard to the effect that such action may have upon such Participant as a 
recipient or prospective recipient of benefits under the Plan.  Any amount payable hereunder 
shall not be deemed salary or other compensation to a Participant for the purposes of computing 
benefits to which the Participant may be entitled under any qualified retirement arrangement 
established by the Employer for the benefit of its employees.  Nothing herein contained shall 
give any Participant the right to inspect the books of the Company or to interfere with the right of 
the Employer to discharge any Participant from employment at any time for any reason 
whatsoever, with or without cause.
            12.3        No Limitation of Employer Action.  Nothing contained in the Plan shall be 
construed to prevent the Employer from taking any action that is deemed by it to be appropriate 
or in its best interest.  No Participant, beneficiary, or other person shall have any claim against 
the Employer as a result of such action.
            12.4        Conflicts of Law.  All matters respecting the validity, effect, interpretation 
and administration of this Plan shall be determined in accordance with the laws of the 
Commonwealth of Pennsylvania, except to the extent superseded by ERISA.
            12.5        References.  The masculine pronoun shall include the feminine and the 
singular form shall include the plural, as necessary for proper interpretation of this Plan.
            12.6        Withholding Taxes.  The Employer may make such provisions and take 
such actions as it may deem necessary or appropriate for the withholding of any taxes that the 
Employer is required to withhold by any law or regulation of any governmental authority, 
whether Federal, state or local, to withhold in connection with any amounts credited and benefits 
distributed under the Plan.  Each Participant (or his or her beneficiary); however, shall be 
responsible for the payment of all individual tax liabilities resulting from any such benefits. 
            12.7        Severability.  If any provision of this Plan is held unenforceable, the 
remainder of the Plan shall continue in full force and effect without regard to such unenforceable 
provision and shall be applied as though the unenforceable provision were not contained in the 
Plan.
            12.8        Successors.  The provisions of this Plan shall bind and inure to the benefit 
of the Employer and its successors and assigns.  The term, ?successors,? as used herein, shall 
include any corporate or other business entity which shall, whether by merger, consolidation, 
purchase or otherwise acquire all or substantially all of the business and assets of the Employer, 
and successor of any such corporation or other business entity.
            12.9        Headings.  Headings are inserted in this Plan for convenience of reference 
only and are to be ignored in the construction of the provisions of the Plan.
            12.10        Notice.  Any notice required or permitted under the Plan shall be sufficient 
if in writing and hand delivered or sent by registered or certified mail.  Such notice shall be 
deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on 
the postmark on the receipt for registration or certification.  Mailed notice to the Administrator 
shall be directed to the Company?s corporate headquarters.  Mailed notice to a Participant or 
beneficiary shall be directed to the individual?s last known address on the Employer?s records.
            12.11        Section 409A of the Code.  The Plan is intended to comply with the 
applicable requirements of section 409A of the Code and related guidance, and shall be 
administered in accordance with such.  Notwithstanding anything in the Plan to the contrary, 
elections as to form and distributions from the Plan may only be made under the Plan upon an 
event and in a manner permitted by section 409A of the Code.  To the extent that any provision 
of the Plan would cause a conflict with the requirements of section 409A of the Code, or would 
cause the administration of the Plan to fail to satisfy the requirements of section 409A, such 
provision shall be deemed null and void.  In no event shall a Participant, directly or indirectly, 
designate the calendar year of payment.  Notwithstanding anything in the Plan to the contrary, in 
no event may a Specified Employee commence receipt of his benefit under the Plan on account 
of a Separation From Service prior to the date that is six months from his Separation Date.  
            IN WITNESS WHEREOF, this The Pep Boys ? Manny, Moe & Jack Account 
Plan is hereby executed effective as of the 19th day of December, 2008.
            
            /s/ THE PEP BOYS ? MANNY, MOE & JACK
            
        15