rrd227067_26901.html


CHANGE OF CONTROL AGREEMENT
            This CHANGE OF CONTROL AGREEMENT (this ?Agreement?) is made 
by and between THE PEP BOYS - MANNY, MOE & JACK, a Pennsylvania corporation 
(the "Company"), and ____________  (the "Executive"), dated as of _____________.
            WHEREAS, the Company and Executive previously entered into that 
certain Employment Agreement, dated as of ___________ (the ?Original Agreement?), 
which sets forth certain of the terms and conditions of the Executive?s employment 
with the Company in the event of any ?Change of Control,? and certain compensation 
that will be paid to the Executive if the Executive?s employment is terminated in 
connection with a Change of Control; 
            WHEREAS, the Company and Executive desire to amend the Original 
Agreement so that it complies with the requirements of section 409A of the Internal 
Revenue Code of 1986, as amended (the ?Code?), and the final regulations issued 
thereunder, as well as to make certain other changes; and
            IT IS, THEREFORE, AGREED:
            1.        Operation of Agreement.
                  (a)        The "Effective Date" shall be the date during the "Change 
of Control Period" (as defined in Section 1(b) hereof) on which a Change of Control 
occurs.  Anything in this Agreement to the contrary notwithstanding, if the Executive's 
employment with the Company is terminated within twelve (12) months prior to the 
date on which a Change of Control occurs, and the Executive can reasonably 
demonstrate that such termination (i) was at the request of a third party who has taken 
steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in 
connection with a Change of Control, then for all purposes of this Agreement the 
"Effective Date" shall mean the date immediately prior to the date of such termination.
                  (b)        The "Change of Control Period" is the period commencing 
on the date hereof and ending on the second anniversary of such date; provided, 
however, that commencing on the date one year after the date hereof, and on each 
annual anniversary of such date (such date and each annual anniversary thereof is 
hereinafter referred to as the "Renewal Date"), the Change of Control Period shall be 
automatically extended so as to terminate two years from such Renewal Date, unless 
at least sixty (60) days prior to the Renewal Date the Company shall give notice that 
the Change of Control Period shall not be so extended.
            2.        Change of Control.  For the purpose of this Agreement, a "Change 
of Control" shall be deemed to have taken place if: 
                  (a)        individuals who, on the date hereof, constitute the Board of 
Directors (the "Board") of the Company (the "Incumbent Directors") cease for any 
reason to constitute at least a majority of the Board, provided that any person becoming 
a director subsequent to the date hereof, whose election or nomination for election 
was approved by a vote of at least two-thirds of the Incumbent Directors then on the 
Board (either by a specific vote or by approval of the proxy statement of the Company 
in which such person is named as a nominee for director, without written objection to 
such nomination) shall be an Incumbent Director; provided, however, that no 
individual initially elected or nominated as a director of the Company as a result of an 
actual or threatened election contest with respect to directors or as a result of any other 
actual or threatened solicitation of proxies or consents by or on behalf of any person 
other than the Board shall be deemed to be an Incumbent Director;
                  (b)        any "Person" (as such term is defined in Section 3(a)(9) of 
the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as 
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of 
the Company representing 20% or more of the combined voting power of the 
Company's then outstanding securities eligible to vote for the election of the Board (the 
"Voting Securities"); provided, however, that the event described in this Section 2(b) 
shall not be deemed to be a Change of Control by virtue of any of the following 
acquisitions: (i) by the Company or any subsidiary of the Company in which the 
Company owns more than 50% of the combined voting power of such entity (a 
"Subsidiary"), (ii) by any employee benefit plan (or related trust) sponsored or 
maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily 
holding the Company's Voting Securities pursuant to an offering of such Voting 
Securities, (iv) pursuant to a Non-Qualifying Transaction (as defined in Section 2(c) 
hereof), or (v) pursuant to any acquisition by Executive or any group of persons 
including Executive (or any entity controlled by Executive or any group of persons 
including Executive);
                  (c)         the consummation of a merger, consolidation, statutory 
share exchange or similar form of corporate transaction involving the Company or any 
of its Subsidiaries that requires the approval of the Company's stockholders, whether 
for such transaction or the issuance of securities in the transaction (a "Business 
Combination"), unless immediately following such Business Combination:  (i) more 
than 50% of the total voting power of (A) the Company resulting from such Business 
Combination (the "Surviving Company"), or (B) if applicable, the ultimate parent 
Company that directly or indirectly has beneficial ownership of 100% of the voting 
securities eligible to elect directors of the Surviving Company (the "Parent Company"), 
is represented by the Company's Voting Securities that were outstanding immediately 
prior to such Business Combination (or, if applicable, is represented by shares into 
which the Company's Voting Securities were converted pursuant to such Business 
Combination), and such voting power among the holders thereof is in substantially the 
same proportion as the voting power of the Company's Voting Securities among the 
holders thereof immediately prior to the Business Combination, (ii) no person (other 
than any employee benefit plan (or related trust) sponsored or maintained by the 
Surviving Company or the Parent Company), is or becomes the beneficial owner, 
directly or indirectly, of 20% or more of the total voting power of the outstanding voting 
securities eligible to elect directors of the Parent Company (or, if there is no Parent 
Company, the Surviving Company) and (iii) at least a majority of the members of the 
board of directors of the Parent Company (or, if there is no Parent Company, the 
Surviving Company) following the consummation of the Business Combination were 
Incumbent Directors at the time of the Board's approval of the execution of the initial 
agreement providing for such Business Combination (any Business Combination 
which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to 
be a "Non-Qualifying Transaction");
                  (d)        a sale of all or substantially all of the Company's assets;
                  (e)        the stockholders of the Company approve a plan of 
complete liquidation or dissolution of the Company; or
                  (f)        such other events as the Board may designate.
                Notwithstanding the foregoing, a Change of Control of the Company 
shall not be deemed to occur solely because any person acquires beneficial 
ownership of more than 20% of the Company's Voting Securities as a result of the 
acquisition of the Company's Voting Securities by the Company which reduces the 
number of the Company's Voting Securities outstanding; provided, that if after such 
acquisition by the Company such person becomes the beneficial owner of additional 
Company Voting Securities that increases the percentage of outstanding Company 
Voting Securities beneficially owned by such person by more than one percent (1%) of 
the Company?s outstanding Voting Securities, a Change of Control of the Company 
shall then occur.
            3.        Employment Period.  The Company hereby agrees to continue the 
Executive in its employ, for the period commencing on the Effective Date and ending 
on the date ___ (__) year(s) after such date (the "Employment Period").
            4.        Position and Duties.
                  (a)        As of the date hereof, the Executive is employed as 
________ and as such the Executive is responsible for the oversight and management 
of the ________________.  During the Employment Period, (i) the Executive's position 
(including status, offices, titles and reporting requirements), authority, duties and 
responsibilities shall be at least comparable in all material respects with the most 
significant of those held, exercised and assigned at any time during the ninety (90) day 
period immediately preceding the Effective Date and (ii) the Executive's services shall 
be performed at the location where the Executive was employed immediately 
preceding the Effective Date or at an office or location less than twenty (20) miles from 
such location.
                  (b)        Excluding periods of vacation, sick leave and disability to 
which the Executive is entitled, the Executive agrees to devote reasonable attention 
and time during normal business hours to the business and affairs of the Company 
and, to the extent necessary to discharge the responsibilities assigned to the Executive 
hereunder, to use the Executive's reasonable best efforts to perform faithfully and 
efficiently such responsibilities.  The Executive may (i) serve on corporate, civic or 
charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or 
teach at educational institutions and (iii) manage personal investments, so long as 
such activities do not significantly interfere with the performance of the Executive's 
responsibilities.  It is expressly understood and agreed that to the extent that any such 
activities have been conducted by the Executive prior to the Effective Date, the 
continued conduct of such activities (or the conduct of activities similar in nature and 
scope thereto) subsequent to the Effective Date shall not thereafter be deemed to 
interfere with the performance of the Executive's responsibilities to the Company.
            5.        Compensation.
                  (a)        Base Salary.  During the Employment Period, as 
consideration for services rendered, the Company shall pay to the Executive a base 
salary at an annual rate at least equal to the annual rate of base salary paid to the 
Executive by the Company, and any affiliated companies, during the ninety-day period 
immediately preceding the month in which the Effective Date occurs ("Base Salary") 
payable over the calendar year at the regular pay periods of the Company.  During the 
Employment Period, Base Salary shall be reviewed by the Board (or the Compensation 
Committee thereof) at least annually and shall be increased, but not decreased, at any 
time and from time to time as shall be consistent with increases in Base Salary 
awarded by the Company in the ordinary course of business to other key executives.  
Any increase in Base Salary shall not serve to limit or reduce any other obligation to 
the Executive under this Agreement.  Executive's Base Salary shall not be reduced 
after any such increase.  As used in this Agreement, the term "affiliated companies" 
includes any company controlling, controlled by or under common control with the 
Company.   
                  (b)        Bonus Plan.  During the Employment Period, the Executive 
shall receive an annual bonus (a "Bonus") at least equal to the greater of (i) the 
average annual dollar bonus amount that was earned by the Executive under the 
Company's Annual Incentive Bonus Plan, as amended and restated as of December 
9, 2003 (or any predecessor or successor plan, policy or arrangement thereto) (the 
"Bonus Plan") for the three completed fiscal years of the Company (each a "Fiscal 
Year") immediately prior to the Effective Date, or (ii) Executive's Target (as defined in 
the Bonus Plan) bonus amount under the Bonus Plan for the Fiscal Year which 
includes the Effective Date or, if no target has been set with respect to Executive for 
such Fiscal Year, the Target bonus amount for the immediately preceding Fiscal Year 
(in either case, based on Executive's target percentage of Base Salary established 
pursuant to the Bonus Plan).   The Bonus shall be paid to the Executive as soon as 
practicable after the Fiscal Year for which the Bonus applies, but not later than April 30 
following the end of such Fiscal Year. 
                  (c)        Employee Benefit Plans.  In addition to the Base Salary and 
Bonus payable as hereinabove provided, the Executive shall be entitled to participate 
during the Employment Period in all incentive programs, savings, pension and 
retirement plans and programs applicable to other key executives, and to receive use 
of an automobile of comparable value to automobiles provided to other key executives 
(or to receive the same automobile allowance as is provided to other key executives).  
In no event shall such plans and programs, in the aggregate, provide the Executive 
with compensation, benefits and reward opportunities less favorable than the most 
favorable of those provided by the Company and its affiliated companies for the 
Executive under such plans and programs as in effect at any time during the ninety-
day period immediately preceding the Effective Date or, if more favorable to the 
Executive, as provided at any time thereafter with respect to other key executives.
                  (d)        Welfare Benefit Plans.  During the Employment Period, the 
Executive and/or the Executive's family, as the case may be, shall be eligible for 
participation in and shall receive all benefits under each welfare benefit plan of the 
Company, including, without limitation, all medical, supplemental medical, 
prescription, dental, disability, salary continuance, life, accidental death and travel 
accident insurance plan and programs of the Company and its affiliated companies, in 
each case not less favorable than those in effect at any time during the ninety-day 
period immediately preceding the Effective Date which would be most favorable to the 
Executive or, if more favorable to the Executive, as in effect at any time thereafter with 
respect to other key executives.
                  (e)        Expenses.  During the Employment Period, the Executive 
shall be entitled to receive prompt reimbursement for all reasonable expenses incurred 
by the Executive in the performance of his duties hereunder, which reimbursement 
shall be paid to the Executive over a period that is no longer than that required under 
the Company?s reimbursement policy as in effect at any time during the ninety-day 
period immediately preceding the Effective Date which would be most favorable to the 
Executive or, if more favorable to the Executive, as in effect at any time thereafter with 
respect to other key executives.  
                  (f)        Office and Support Staff.  During the Employment Period, 
the Executive shall be entitled to an office or offices of a size and with furnishings and 
other appointments, and to secretarial and other assistance, at least equal to those 
provided to the Executive at any time during the ninety-day period immediately 
preceding the Effective Date, or, if more favorable to the Executive, as provided at any 
time thereafter with respect to other key executives.
                  (g)        Vacation.  During the Employment Period, the Executive 
shall be entitled to paid vacation in accordance with the most favorable policies of the 
Company as in effect at any time during the ninety-day period immediately preceding 
the Effective Date or, if more favorable to the Executive, as in effect at any time 
thereafter with respect to other key executives.
            6.        Termination.  This Agreement shall terminate under the following 
circumstances: 
                  (a)        Expiration of the Employment Period.  This Agreement shall 
terminate automatically upon the expiration of the Employment Period.
                  (b)        Death or Disability.  This Agreement shall terminate 
automatically upon the Executive's death.  The Company may terminate this 
Agreement, after having established the Executive's Disability (pursuant to the 
definition of "Disability" set forth below), by giving to the Executive written notice of its 
intention to terminate the Executive's employment.  In such a case, the Executive's 
employment with the Company shall terminate effective on the 180th day after receipt 
of such notice (the "Disability Effective Date"), provided that, within 180 days after such 
receipt, the Executive shall not have returned to full performance of the Executive's 
duties.  For purposes of this Agreement, "Disability" means personal injury, illness or 
other cause which, after the expiration of not less than 180 days after its 
commencement, renders the Executive unable to perform his duties with substantially 
the same level of quality as immediately prior to such incident and such disability is 
determined to be total and permanent by a physician selected by the Company or its 
insurers and acceptable to the Executive or the Executive's legal representative (such 
agreement as to acceptability not to be withheld unreasonably).
                  (c)        With or Without Cause.  The Company may terminate the 
Executive's employment with or without "Cause."  For purposes of this Agreement, 
"Cause" means (i) the willful and continued failure of Executive to perform 
substantially his duties with the Company (other than any such failure resulting from 
Executive's incapacity due to physical or mental illness or any such failure subsequent 
to Executive being delivered a Notice of Termination without Cause by the Company 
or delivering a Notice of Termination for Good Reason to the Company) after a written 
demand for substantial performance is delivered to Executive by the Board which 
specifically identifies the manner in which the Board believes that Executive has not 
substantially performed Executive's duties and the Executive has failed to cure such 
failure to the reasonable satisfaction of the Board; (ii) the willful engaging by Executive 
in gross negligence or willful misconduct which is demonstrably and materially 
injurious to the Company or its affiliates; or (iii) Executive's conviction of or pleading 
guilty or no contest to a felony.  For purpose of this Section 6(c), no act or failure to act 
by Executive shall be considered "willful" unless done or omitted to be done by 
Executive in bad faith and without reasonable belief that Executive's action or 
omission was in the best interests of the Company or its affiliates.  Any act, or failure to 
act, based upon authority given pursuant to a resolution duly adopted by the Board, 
based upon the advice of counsel for the Company or upon the instructions of the 
Company's chief executive officer or another senior officer of the Company shall be 
conclusively presumed to be done, or omitted to be done, by Executive in good faith 
and in the best interests of the Company.  Cause shall not exist unless and until the 
Company has delivered to Executive, along with the Notice of Termination for Cause, 
a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Board 
(excluding Executive if Executive is a Board member) at a meeting of the Board called 
and held for such purpose (after reasonable notice to Executive and an opportunity for 
Executive, together with counsel, to be heard before the Board), finding that in the 
good faith opinion of the Board an event set forth in clauses (i) - (iii) above has 
occurred and specifying the particulars thereof in detail.  The Board must notify 
Executive of any event constituting Cause within ninety (90) days following the 
Board's knowledge of its existence or such event shall not constitute Cause under this 
Agreement.
                  (d)        With or Without Good Reason.  The Executive's 
employment may be terminated by the Executive with or without Good Reason.  For 
purposes of this Agreement, "Good Reason" means:
                  (i)        A material diminution in the Executive?s authority, duties or 
responsibilities as compared with the Executive's authority, duties or responsibilities 
with the Company immediately prior to the Effective Date; provided, however, that 
Good Reason shall not be deemed to occur upon a change in authority, duties or 
responsibilities that is solely and directly a result of the Company no longer being a 
publicly traded entity and does not involve any other event set forth in this Section 6(d);
                  (ii)        A material diminution in the authority, duties, or 
responsibilities of the supervisor to whom the Executive is required to report 
immediately prior to the Effective Date;
                  (iii)         A material change in the geographic location at which the 
Executive must perform services for the Company, which for this purposes shall mean 
the Company requiring the Executive to be based at any office or location other than 
that described in Section 4(a)(ii) hereof, except for travel required in the performance of 
the Executive's responsibilities which shall be no more extensive than the customary 
travel requirements of Executive prior to the Effective Date; or
                  (iv)        Any other action or inaction that constitutes a material 
breach of this Agreement by the Company; 
provided, however, that a termination by Executive for Good Reason shall be effective 
only if (i) the Executive has provided a Notice of Termination to the Company within 90 
days after the initial existence of the event constituting Good Reason that an event 
constituting Good Reason has occurred, (ii) within 30 days following the delivery of 
such Notice of Termination by Executive to the Company, the Company has failed to 
cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from 
employment prior to the end of the Employment Period.  Any termination by the Company with or without Cause or by the Executive with or 
without Good Reason shall be communicated by Notice of Termination to the other 
party hereto given in accordance with Section 13(d) hereof.  For purposes of this 
Agreement, a "Notice of Termination" means a written notice which (x) indicates the 
specific termination provision in this Agreement relied upon, (y) sets forth in 
reasonable detail the facts and circumstances claimed to provide a basis for 
termination of the Executive's employment under the provision so indicated and (z) if 
the termination date is other than the date of receipt of such notice, specifies the 
proposed termination date.  
            7.        Obligations of the Company Upon Termination.
                  (a)        Expiration of Employment Period.  If the Executive's 
employment shall be terminated on account of the expiration of the Employment 
Period, the Company shall pay the Executive his Base Salary through the expiration of 
the Employment Period, plus any Bonus amounts earned but not paid during such 
period and any benefits to which the Executive is entitled under the terms of any of the 
Company?s benefit plans, policies or arrangements, and the Company shall have no 
further obligations to the Executive under this Agreement. 
                  (b)        Death.  If the Executive's employment is terminated by 
reason of the Executive's death, this Agreement shall terminate without further 
obligations to the Executive's legal representatives, other than those death benefits 
provided by the Company to which Executive is entitled at the date of the Executive's 
death, which shall be at least comparable to those in effect at any time during the 
ninety-day period immediately preceding the Effective Date or, if more favorable to the 
Executive and/or the Executive's designees, as in effect on the date of the Executive's 
death with respect to other key executives and their designees.
                  (c)        Disability.  If the Executive's employment is terminated by 
reason of the Executive's Disability, this Agreement shall terminate without further 
obligations to the Executive, other than those disability benefits provided by the 
Company to which Executive is entitled as of the Disability Effective Date, which 
benefits shall be at least comparable to those in effect at any time during the ninety-
day period immediately preceding the Effective Date or, if more favorable to the 
Executive and/or the Executive's designees, as in effect on the date of the Executive's 
Disability with respect to other key executives and their designees.  
                  (d)        With Cause or Without Good Reason.  If the Executive's 
employment shall be terminated (i) by the Company with Cause, or (ii) by Executive 
without Good Reason, the Company shall pay the Executive his Base Salary through 
the date of termination at the rate in effect at the time Notice of Termination is given, 
plus any Bonus amounts earned but not paid through the date of termination and any 
benefits to which the Executive is entitled under the terms of any of the Company?s 
benefit plans, policies or arrangements, and the Company shall have no further 
obligations to the Executive under this Agreement. 
                  (e)        Without Cause or With Good Reason.  If, during the 
Employment Period, Executive's employment shall be terminated (i) by the Company 
without Cause, or (ii) by Executive for Good Reason, the Company shall pay to the 
Executive in a lump sum in cash within ten (10) days after the date of termination 
(unless a delay is required pursuant to Section 14(b) below), the aggregate of the 
following amounts, with respect to which Executive shall have no duty of mitigation 
and the Company shall have no right of set-off:
                        (A)        to the extent not theretofore paid, the Executive's 
Base Salary through the date of termination at the rate in effect on the date of 
termination plus any Bonus amounts which have become payable and any accrued 
vacation pay;
                        (B)        a pro rata portion of Executive's Bonus for the Fiscal 
Year in which the date of termination occurs equal to the product of (1) the greater of 
(x) the average annual dollar bonus amount that was earned by the Executive under 
the Bonus Plan for the three completed Fiscal Years immediately prior to the date of 
termination, or (y) Executive's Target bonus amount under the Bonus Plan for the 
Fiscal Year which includes the date of termination or, if no target has been set with 
respect to Executive for such Fiscal Year, the Target bonus amount for the immediately 
preceding Fiscal Year (in either case, based on Executive's target percentage of Base 
Salary established pursuant to the Bonus Plan) (the greater of (x) and (y) being 
referred to as the "Target Bonus"), multiplied by (2) a fraction, the numerator of which 
is the number of days in the Fiscal Year in which the date of termination occurs 
through the date of termination and the denominator of which is three hundred sixty-
five (365);
                        (C)         an amount equal to Executive's Base Salary and 
Target Bonus for the remainder of the Employment Period;
                        (D)        an amount equal to the number of months remaining 
in the Employment Period multiplied by the applicable monthly COBRA premium as in 
effect on the date of the Executive?s termination that the Executive would have to pay 
to continue the welfare benefits for which COBRA continuation rights are available for 
the Executive and, where applicable, his or her family, with respect to those plans, 
programs and policies described in Section 5(d);
                        (E)        the present lump sum value of benefits which would 
have accrued for the benefit of Executive under the The Pep Boys ? Manny, Moe & 
Jack Account Plan or The Pep Boys ? Manny, Moe & Jack Legacy Plan, as applicable, 
(the ?Retirement Plan?) which Executive was participating immediately prior to his 
termination date and had Executive remained employed for the remainder of the 
Employment Period after the date of termination and continued participating in such 
Retirement Plan, determined using the factors specified in the Retirement Plan for 
calculating lump sum distributions, and assuming that Executive would have 
continued for such period to earn the Base Salary at the date of termination and be 
paid the Target Bonus on each date during such Employment Period that the Bonus 
typically had been paid prior to the date of termination.  For purposes of clarity, this 
benefit is intended as a portion of the severance benefit payable to the Executive 
pursuant to this Section 7(e) and is not intended to be an additional benefit under the 
Retirement Plan.   In addition, for purposed of calculating ?Years of Service? under the 
applicable Retirement Plan, Executive shall receive credit for the period of time 
remaining in the Employment Period; and 
                                (F)        an amount equal to the number of months remaining 
in the Employment Period multiplied by the applicable monthly premium or allowance 
as in effect on the date of the Executive?s termination that would have to be paid to 
continue the programs and benefits which are available for the Executive and, where 
applicable, his or her family, with respect to those plans, programs and policies 
described in Sections 5 (c) and (d), other than those covered by clause (D) and (E) 
above.
        
In addition, upon a termination of Executive in accordance with this Section 7(e), all 
non-vested stock options, and any other non-vested stock or stock-based awards held 
by Executive, shall immediately become fully vested, non-forfeitable and exercisable. 
Notwithstanding anything herein to the contrary, in the event that Executive is entitled 
to the amounts set forth above as a result of a termination of Executive?s employment 
prior to a Change of Control and Executive reasonably demonstrates pursuant to 
Section 1(a) that such termination was at the direction of a third party or in connection 
with the Change of Control, the Executive shall receive the amounts set forth in this 
Section 7(e), less any severance compensation paid to Executive in connection with 
such termination, within ten (10) days following the Change of Control; provided 
however, that if these amounts are deemed to constitute deferred compensation 
subject to the requirements of Section 409A of the Code, such amounts shall be paid 
to the Executive as follows: (i) if the Change of Control qualifies as a permissible 
distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be 
paid within ten (10) days following the Change of Control, unless payment is required 
to be delayed pursuant to Section 14(b) below in which case it will be paid at the end of 
the period described in Section 14(b) if such date is later than the ten (10) day period 
following the Change of Control, or (ii) if the Change of Control does not qualify as a 
permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the 
Code, it will be payable in a single sum on the first business day of the month 
immediately following the six (6) month anniversary of the date Executive terminated 
employment with the Company.  
            8.        Non-Exclusivity of Rights.  Nothing in this Agreement shall 
prevent or limit the Executive's continuing or future participation in any benefit, bonus, 
incentive or other plan or program provided by the Company or any of its affiliated 
companies and for which the Executive may qualify, nor shall anything herein limit 
such rights as the Executive may have under any stock option or other agreements 
with the Company or any of its affiliated companies.  Amounts which are vested 
benefits or which the Executive is otherwise entitled to receive under any plan or 
program of the Company or any of its affiliated companies at or subsequent to the date 
on which the Executive's employment is terminated shall be payable in accordance 
with such plan or program.  Anything herein to the contrary notwithstanding, if the 
Executive becomes entitled to payments pursuant to Section 7(e) hereof, such 
Executive agrees to waive payments under any severance plan or program of the 
Company.
            9.        Confidential Information.  The Executive shall hold in a fiduciary 
capacity for the benefit of the Company all secret or confidential information, 
knowledge or data relating to the Company or any of its affiliated companies, and their 
respective businesses, which shall have been obtained by the Executive during the 
Executive's employment by the Company or any of its affiliated companies and which 
shall not be public knowledge (other than by acts by the Executive or his 
representatives in violation of this Agreement).  After termination of the Executive's 
employment with the Company, the Executive shall not, without the prior written 
consent of the Company, communicate or divulge any such information, knowledge or 
data to anyone other than the Company and those designated by it.  In no event shall 
an asserted violation of the provisions of this Section 9 constitute a basis for deferring 
or withholding any amounts otherwise payable to the Executive under this Agreement.
            10.        Covenant Against Competition.
                  (a)        If, after the occurrence of a Change of Control, the 
Executive's employment by the Company is terminated pursuant to Sections 7(d) or 
7(e) hereof, then for the greater of one year after the date of termination or the 
remainder of the Employment Period, the Executive shall not, directly or indirectly, (i) 
induce or attempt to influence any employee of the Company to terminate his 
employment with the Company or hire or solicit for hire on behalf of another employer 
any person then employed or who had been employed by the Company during the 
immediately preceding six months or (ii) engage in (as a principal, partner, director, 
officer, agent, employee, consultant or otherwise) or be financially interested in any 
business operating within the United States of America, if (A) 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 10(a)(ii)(A) 
hereto, or (B) 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 10(a)(ii)(B) hereto.  However, nothing contained in this Section 10(a) shall 
prevent the Officer 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)        Executive acknowledges that the restrictions contained in 
Sections 9 and 10 hereof, in view of the nature of the business in which the Company 
is engaged, are reasonable and necessary in order to protect the legitimate interests of 
the Company, and that any violation thereof would result in irreparable injuries to the 
Company, and the Executive therefore acknowledges that, in the event of his violation 
of any of these restrictions, the Company shall be entitled to obtain from any court of 
competent jurisdiction preliminary and permanent injunctive relief (without the posting 
of any bond) as well as damages and an equitable accounting of all earnings, profits 
and other benefits arising from such a violation, which rights shall be cumulative and 
in addition to any other rights or remedies to which the Company may be entitled.
                  (c)        If the Executive violates any of the restrictions contained in 
the foregoing Section 10(a), the period during which the restrictions contained in 
Section 10(a) shall remain in effect shall be tolled as of the time of commencement of 
such violation, and shall not begin to run again until such time as such violation shall 
be cured by the Executive to the satisfaction of the Company. 
                  (d)        Executive acknowledges and agrees that the covenants 
and other provisions set forth in Sections 10(a), 10(b) and 10(c) hereof are reasonable 
and valid in geographical and temporal scope and in all other respects.  If any of such 
covenants or other provisions are found to be invalid or unenforceable by a final 
determination of a court of competent jurisdiction, then (I) the remaining covenants 
and other provisions set forth in Sections 10(a), 10(b) and 10(c) shall be unimpaired, 
and (ii) the invalid or unenforceable covenant or provision shall be deemed replaced 
by a covenant or provision that is valid or enforceable and that comes closest to 
expressing the intention of the covenant or provision found to be invalid or 
unenforceable.
            11.        Certain Additional Payments by the Company.
                  (a)        If it is determined (as hereafter provided) that any payment 
or distribution by the Company to or for the benefit of Executive, whether paid or 
payable or distributed or distributable pursuant to the terms of this Agreement or 
otherwise pursuant to or by reason of any other agreement, policy, plan, program or 
arrangement, including without limitation any stock option, stock appreciation right or 
similar right, or the lapse or termination of any restriction on or the vesting or 
exercisability of any of the foregoing (a "Payment"), would be subject to the excise tax 
imposed by Section 4999 of the Code (or any successor provision thereto) or to any 
similar tax imposed by state or local law, or any interest or penalties with respect to 
such excise tax (such tax or taxes, together with any such interest and penalties, are 
hereafter collectively referred to as the "Excise Tax"), then Executive will be entitled to 
receive an additional payment or payments (a "Gross-Up Payment") in an amount 
such that, after payment by Executive of all taxes (including any interest or penalties 
imposed with respect to such taxes), including any Excise Tax, imposed upon the 
Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to 
the Excise Tax imposed upon the Payments.  
                  (b)        Subject to the provisions of Section 11(f) hereof, all 
determinations required to be made under this Section 11, including whether an 
Excise Tax is payable by Executive and the amount of such Excise Tax and whether a 
Gross-Up Payment is required and the amount of such Gross-Up Payment, will be 
made by a nationally recognized firm of certified public accountants (the "Accounting 
Firm") selected by Executive in his sole discretion.  Executive will direct the Accounting 
Firm to submit its determination and detailed supporting calculations to both the 
Company and Executive within 30 days after the date of the Change of Control or the 
date of Executive's termination of employment, if applicable, and any other such time 
or times as may be requested by the Company or Executive.  If the Accounting Firm 
determines that any Excise Tax is payable by Executive, unless the payment is 
required to be delayed pursuant to Section 14(b) below, the Company will pay the 
required Gross-Up Payment to Executive within 15 days after receipt of such 
determination and calculations.  If the Accounting Firm determines that no Excise Tax 
is payable by Executive, it will, at the same time as it makes such determination, 
furnish Executive with an opinion that he has substantial authority not to report any 
Excise Tax on his federal, state, local income or other tax return.  Any determination by 
the Accounting Firm as to the amount of the Gross-Up Payment will be binding upon 
the Company and Executive.  As a result of the uncertainty in the application of 
Section 4999 of the Code (or any successor provision thereto) and the possibility of 
similar uncertainty regarding applicable state or local tax law at the time of any 
determination by the Accounting Firm hereunder, it is possible that Gross-Up 
Payments which will not have been made by the Company should have been made 
(an "Underpayment"), consistent with the calculations required to be made hereunder.  
In the event that the Company exhausts or fails to pursue its remedies pursuant to 
Section 11(f) hereof and Executive thereafter is required to make a payment of any 
Excise Tax, Executive will direct the Accounting Firm to determine the amount of the 
Underpayment that has occurred and to submit its determination and detailed 
supporting calculations to both the Company and Executive as promptly as possible.  
Unless the Underpayment is required to be delayed pursuant to Section 14(b) below, 
such Underpayment will be promptly paid by the Company to, or for the benefit of, 
Executive within 15 days after receipt of such determination and calculations.
                  (c)        The Company and Executive will each provide the 
Accounting Firm access to and copies of any books, records and documents in the 
possession of the Company or Executive, as the case may be, reasonably requested 
by the Accounting Firm, and otherwise cooperate with the Accounting Firm in 
connection with the preparation and issuance of the determination contemplated by 
Section 11(b) hereof.
                  (d)        The federal, state and local income or other tax returns filed 
by Executive will be prepared and filed on a consistent basis with the determination of 
the Accounting Firm with respect to the Excise Tax payable by Executive.  Executive 
will make proper payment of the amount of any Excise Tax, and at the request of the 
Company, provide to the Company true and correct copies (with any amendments) of 
his federal income tax return as filed with the Internal Revenue Service and 
corresponding state and local tax returns, if relevant, as filed with the applicable taxing 
authority, and such other documents reasonably requested by the Company, 
evidencing such payment.  If prior to the filing of Executive's federal income tax return, 
or corresponding state or local tax return, if relevant, the Accounting Firm determines 
that the amount of the Gross-Up Payment should be reduced, Executive will within 15 
days pay to the Company the amount of such reduction.
                  (e)        The fees and expenses of the Accounting Firm for its 
services in connection with the determinations and calculations contemplated by 
Sections 11(b) and (d) hereof will be borne by the Company.  If such fees and 
expenses are initially advanced by Executive, the Company will reimburse Executive 
the full amount of such fees and expenses within 15 days after receipt from Executive 
of a statement therefor and reasonable evidence of his payment thereof.
                  (f)        Executive will notify the Company in writing of any claim by 
the Internal Revenue Service that, if successful, would require the payment by the 
Company of a Gross-Up Payment.  Such notification will be given as promptly as 
practicable but no later than 30 days after Executive actually receives notice of such 
claim and Executive will further apprise the Company of the nature of such claim and 
the date on which such claim is requested to be paid (in each case, to the extent 
known by Executive).  Executive will not pay such claim prior to the date that any 
payment of amount with respect to such claim is due.  If the Company notifies 
Executive in writing prior to the expiration of such period that it desires to contest such 
claim, Executive will:
                        (A)        provide the Company with any written records or 
documents in his possession relating to such claim reasonably requested by the 
Company;
                        (B)        take such action in connection with contesting such 
claim as the Company will reasonably request in writing from time to time, including 
without limitation accepting legal representation with respect to such claim by an 
attorney competent in respect of the subject matter and reasonably selected by the 
Company;
                        (C)        cooperate with the Company in good faith in order 
effectively to contest such claim; and
                        (D)        permit the Company to participate in any proceedings 
relating to such claim;
provided, however, that the Company will bear and pay directly all costs and expenses 
(including interest and penalties) incurred in connection with such contest and will 
indemnify and hold harmless Executive, on an after-tax basis, for and against any 
Excise Tax or income tax, including interest and penalties with respect thereto, 
imposed as a result of such representation and payment of costs and expenses.  
Without limiting the foregoing provisions of this Section 11(f), the Company will control 
all proceedings taken in connection with the contest of any claim contemplated by this 
Section 11(f) and, at its sole option, may pursue or forego any and all administrative 
appeals, proceedings, hearings and conferences with the taxing authority in respect of 
such claim (provided that Executive may participate therein at his own cost and 
expense) and may, at its option, either direct Executive to pay the tax claimed and sue 
for a refund or contest the claim in any permissible manner, and Executive agrees to 
prosecute such contest to a determination before any administrative tribunal, in a court 
of initial jurisdiction and in one or more appellate courts, as the Company will 
determine; provided, however, that if the Company directs Executive to pay the tax 
claimed and sue for a refund, the Company will advance the amount of such payment 
to Executive on an interest-free basis and will indemnify and hold Executive harmless, 
on an after-tax basis, from any Excise Tax or income tax, including interest or penalties 
with respect thereto, imposed with respect to such advance; and provided further, 
however, that any extension of the statute of limitations relating to payment of taxes for 
the taxable year of Executive with respect to which the contested amount is claimed to 
be due is limited solely to such contested amount.  Furthermore, the Company's 
control of any such contested claim will be limited to issues with respect to which a 
Gross-Up Payment would be payable hereunder and Executive will be entitled to settle 
or contest, as the case may be, any other issue raised by the Internal Revenue Service 
or any other taxing authority.
                  (g)        If Executive receives any refund with respect to any Excise 
Tax previously paid to the Internal Revenue Service by Executive, and if Executive had 
received a Gross-Up Payment from the Company with respect to such Excise Tax, 
Executive will promptly pay to the Company the amount of such refund (together with 
any interest paid or credited thereon after any taxes applicable thereto).  If, after the 
receipt by Executive of an amount advanced by the Company pursuant to 
Section 11(f) hereof, a determination is made that Executive will not be entitled to any 
refund with respect to such claim and the Company does not notify Executive in 
writing of its intent to contest such denial or refund prior to the expiration of 30 days 
after such determination, then such advance will be forgiven and will not be required 
to be repaid and the amount of such advance will offset, to the extent thereof, the 
amount of the Gross-Up Payment required to be paid pursuant to this Section 11.
            12.        Successors.
                  (a)        This Agreement is personal to the Executive and without 
the prior written consent of the Company shall not be assignable by the Executive 
other than by will or the laws of descent and distribution.  This Agreement shall inure 
to the benefit of and be enforceable by the Executive's legal representatives.
                  (b)        This Agreement shall inure to the benefit of and be binding 
upon the Company and its successors.
                  (c)        The Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of 
the business and/or assets of the Company to expressly assume and agree to perform 
this Agreement in the same manner and to the same extent that the Company would 
be required to perform it if no such succession had taken place.  As used in this 
Agreement, "Company" shall mean the Company as hereinbefore defined and any 
successor to its business and/or assets as aforesaid which assumes and agrees to 
perform this Agreement by operation of law, or otherwise.
            13.        Miscellaneous.
                  (a)        This Agreement shall be governed by and construed in 
accordance with the laws of the Commonwealth of Pennsylvania without reference to 
principles of conflict of laws.  The parties hereto agree that the exclusive jurisdiction of 
any dispute regarding this Agreement shall be the state courts located in Philadelphia, 
Pennsylvania.  The Company shall reimburse Executive for the fees and expenses 
incurred by him in enforcing this Agreement, provided that at least one matter in 
dispute is decided in favor of Executive.  
                  (b)        The captions of this Agreement are not part of the 
provisions hereof and shall have no force or effect.  
                  (c)        This Agreement may not be amended or modified otherwise 
than by a written agreement executed by the parties hereto or their respective 
successors and legal representatives.
                  (d)        All notices and other communications hereunder shall be in 
writing and shall be given by hand delivery to the other party or by registered or 
certified mail, return receipt requested, postage prepaid, addressed as follows:
                  If to the Executive, to the Executive?s most recent home address 
reflected on the Company?s books and records; and
                  
                  If to the Company:
                  The Pep Boys - Manny, Moe & Jack
                  3111 West Allegheny Avenue
                  Philadelphia, PA 19132
Attention: Chief Executive Officer and General Counsel
or to such other address as either party shall have furnished to the other in writing in 
accordance herewith.  Notice and communications shall be effective when actually 
received by the addressee.
                  (e)        The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other provision of this 
Agreement.
                  (f)        The Company may withhold from any amounts payable 
under this Agreement such Federal, state or local taxes as shall be required to be 
withheld pursuant to any applicable law or regulation.
                  (g)        This Agreement contains the entire understanding of the 
Company and the Executive with respect to the subject matter hereof, and supersedes 
all prior agreements, understandings, negotiations and discussions, whether oral or 
written, of the parties, with respect to the subject matter hereof, including the Original 
Agreement.     
                  (h)        The Executive and the Company acknowledge that the 
employment of the Executive by the Company, prior to the Effective Date, is "at will", 
and may be terminated by either the Executive or the Company at any time.  Upon a 
termination of the Executive's employment or upon the Executive's ceasing to be an 
officer of the Company, in each case, prior to the Effective Date, there shall be no 
further rights under this Agreement.
            14.        Section 409A of the Internal Revenue Code.  
                  (a)        This Agreement shall be interpreted to avoid any penalty 
sanctions under section 409A of the Code.  Accordingly, all provisions herein, or 
incorporated by reference, shall be construed and interpreted to comply with Section 
409A of the Code, to the extent applicable, and, if necessary, any such provision shall 
be deemed amended to comply with section 409A of the Code and regulations 
thereunder.  If any payment or benefit cannot be provided or made at the time specified 
herein without incurring sanctions under section 409A of the Code, then such benefit 
or payment shall be provided in full at the earliest time thereafter when such sanctions 
will not be imposed.  All payments to be made upon a termination of employment 
under this Agreement may only be made upon a ?separation from service? (as defined 
under Section 409A of the Code).  In no event may the Executive, directly or indirectly, 
designate the calendar year of payment.  
                  (b)        To the maximum extent permitted under section 409A of the 
Code, the cash severance payments payable under this Agreement are intended to 
comply with the ?short-term deferral exception? under Treas. Reg. section1.409A-
1(b)(4); provided, however, any amount payable to the Executive during the six (6) 
month period following the Executive?s termination date that does not qualify within 
such exception and is deemed as deferred compensation subject to the requirements 
of section 409A of the Code, then such amount shall hereinafter be referred to as the 
?Excess Amount.?  If at the time of the Executive?s termination of employment, the 
Company?s (or any entity required to be aggregated with the Company under section 
409A of the Code) stock is publicly-traded on an established securities market or 
otherwise and the Executive is a ?specified employee? (as defined in section 409A of 
the Code and determined in the sole discretion of the Company (or any successor 
thereto) in accordance with the Company?s (or any successor thereto) ?specified 
employee? determination policy), then the Company shall postpone the 
commencement of the payment of the portion of the Excess Amount that is payable 
within the six (6) month period following the Executive?s termination date with the 
Company (or any successor thereto) for six (6) months following the Executive?s 
separation from service  with the Company (or any successor thereto).  The delayed 
Excess Amount shall be paid in a lump sum to the Executive within ten (10) days 
following the date that is six (6) months following the Executive?s separation from 
service with the Company (or any successor thereto).  If the Executive dies during 
such six (6) month period and prior to the payment of the portion of the Excess Amount 
that is required to be delayed on account of section 409A of the Code, such Excess 
Amount shall be paid to the personal representative of the Executive?s estate within 
sixty (60) days after the Executive?s death. 
                  (c)        All reimbursements provided under this Agreement shall be 
made or provided in accordance with the requirements of Section 409A of the Code, 
including, where applicable, the requirement that (i) any reimbursement is for 
expenses incurred during the Executive?s lifetime (or during a shorter period of time 
specified in this Agreement), (ii) the amount of expenses eligible for reimbursement 
during a calendar year may not affect the expenses eligible for reimbursement in any 
other calendar year, (iii) the reimbursement of an eligible expense will be made on or 
before the last day of the taxable year following the year in which the expense is 
incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange 
for another benefit.  Any tax gross up payments to be made hereunder shall be made 
not later than the end of the Executive?s taxable year next following the Executive?s 
taxable year in which the related taxes are remitted to the taxing authority.
    

        IN WITNESS WHEREOF, the Executive has hereunto set his hand and the 
Company has caused this Agreement to be executed in its name on its behalf, all as of 
the day and year first above written.
                                            _______________________________                
                                                Name: 
                                            THE PEP BOYS - MANNY, MOE & JACK
                                            By:_______________________________        
                                                                                                  
-26-