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      AMENDED AND RESTATED
      NON-COMPETITION AGREEMENT
      This Amended and Restated Non-Competition Agreement (this ?Agreement?) is 
made by and between The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation 
(the "Company"), and ___________ (the "Officer"), on this ____ day of 
______________________ (the ?Effective Date?).
      WHEREAS, the Company and Officer previously entered into that certain Non-
Competition Agreement, dated as of _____________________ (the ?Original 
Agreement?), which provides for certain severance benefits to the Officer in the event of 
a covered termination in exchange for the Officer?s willingness to provide the Company 
with the covenant against competition contained in the Original Agreement;
      WHEREAS, the Company and Officer 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 
      NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, and incorporating the foregoing recitals, 
the parties agree as follows:
      
      1.        Severance Benefit.  
            a.          If the Officer?s employment shall be terminated by the Company 
without Cause (as defined below) and the Officer executes, and does not revoke, the 
Company?s then current standard separation and release agreement (the ?Release?), the 
Company shall pay to the Officer a lump sum cash payment equal in value to the 
Officer?s annual base salary, as in effect immediately prior to the Officer?s termination 
date, (the ?Severance Benefit?); provided, however, that the Severance Benefit shall not 
be payable if the Officer?s employment shall be terminated during such Officer?s 
Employment Period (as defined in that certain Change of Control Agreement, dated as of 
the date hereof, between the Company and the Officer (the ?Change of Control 
Agreement?)).  During the Employment Period, the Change of Control Agreement shall 
supercede this Agreement in its entirety.  Unless the payment is required to be delayed 
pursuant to Section 4b below, such Severance Benefit shall be paid to the Officer within 
sixty (60) days following the Officer?s termination date, provided that the Officer 
executes the Release during the sixty (60) day period and the revocation period for the 
Release has expired without revocation by Executive. 
 
                b.        For the purposes of this Agreement, ?Cause? shall mean (i) the 
continued failure of the Officer to perform substantially his duties with the Company 
(other than any such failure resulting from the Officer?s incapacity due to physical or 
mental illness), (ii) any act by the Officer of illegality, dishonesty or fraud in connection 
with the Officer?s employment, (iii) the willful engaging by the Officer in gross 
misconduct which is demonstrably and materially injurious to the Company or its 
affiliates, (iv) the Officer?s conviction of or pleading guilty or no contest to a felony, or 
(v) a violation of Section 2 hereof.
      2.        Covenant Against Competition.
            a.        The Officer shall not, during his employment with the Company 
and for one year thereafter, directly or indirectly, 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.
             b.        The Officer shall not, during his employment with the Company 
and for one year thereafter, unless the Officer is terminated by the Company without 
Cause, directly or indirectly, 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 (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 2(b)(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 2(b)(ii) hereto.  However, 
nothing contained in this Section 2b 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.
            c.        Officer acknowledges that the restrictions contained in this Section 
2, 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 Officer 
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.
            d.        If the Officer violates any of the restrictions contained in this 
Section 2, the restrictive period shall be extended from the time of the commencement of 
any such violation until such time as such violation shall be cured by the Officer to the 
satisfaction of the Company.
            e.        The invalidity or unenforceability of any provision or provisions of 
this Section 2 shall not affect the validity or enforceability of any other provision or 
provisions of this Section 2, which shall remain in full force and effect.  If any provision 
of this Section 2 is held to be invalid, void or unenforceable in any jurisdiction, any court 
or arbitrator so holding shall substitute a valid, enforceable provision that preserves, to the 
maximum lawful extent, the terms and intent of this Agreement and shall correspondingly 
modify the Company?s obligations under Section 1.  If any of the provisions of, or 
covenants contained in, this Section 2 are hereafter construed to be invalid or 
unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions 
or the enforceability thereof in any other jurisdiction, which shall be given full effect, 
without regard to the invalidity or unenforceability in such other jurisdiction.  Any such 
holding shall affect such provision of this Section 2, solely as to that jurisdiction, without 
rendering that or any other provisions of this Section 2 invalid, illegal, or unenforceable in 
any other jurisdiction.  If any covenant contained in this Section 2 should be deemed 
invalid, illegal or unenforceable because its scope is considered excessive, such covenant 
will be modified so that the scope of the covenant is reduced only to the minimum extent 
necessary to render the modified covenant valid, legal and enforceable and a 
corresponding reduction in the scope of the Company?s obligations under Section 1 shall 
also be made.
      3.        Miscellaneous.
            a.        This Agreement shall inure to the benefit of and be binding upon 
the Company and its successors.
            b.        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 exclusive jurisdiction of any dispute 
regarding this Agreement shall be the state or federal courts located in Philadelphia, 
Pennsylvania.  EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL 
IN CONNECTION WITH ANY PROCEEDING OVER ANY DISPUTE ARISING 
UNDER THIS AGREEMENT.
            
            c.        This Agreement, together with the Change of Control Agreement, 
constitutes the entire agreement among the parties pertaining to the subject matter hereto, 
and supersedes all prior agreements, understandings, negotiations and discussions, 
whether oral or written, of the parties, including the Original Agreement. 
        4.        Section 409A of the Internal Revenue Code.  
                a.        Interpretation.  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? under Section 409A of 
the Code.  In no event may the Officer, directly or indirectly, designate the calendar year 
of payment.  
            b.        Payment Delay.  To the maximum extent permitted under section 
409A of the Code, the cash severance payment payable under this Agreement is intended 
to comply with the ?short-term deferral exception? under Treas. Reg. section 1.409A-
1(b)(4); provided, however, any amount payable to the Officer during the six (6) month 
period following the Officer?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 Officer?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 Officer 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 Officer?s 
termination date with the Company (or any successor thereto) for six (6) months 
following the Officer?s termination date with the Company (or any successor thereto).  
The delayed Excess Amount shall be paid in a lump sum to the Officer within ten (10) 
days following the date that is six (6) months following the Officer?s termination date 
with the Company (or any successor thereto).  If the Officer 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 Officer?s estate within sixty (60) days 
after the Officer?s death. 
      IN WITNESS WHEREOF, the Officer 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 
Effective Date.THE PEP BOYS ? MANNY, MOE & JACK
By:                                                  
                              
                              OFFICER
                              ___________________________________
                              Name: 
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