Prepared by RR Donnelley


			THE PEP BOYS
DEFERRED COMPENSATION PLAN

As Amended and Restated
Effective as of January 1, 2009

ARTICLE 1
HISTORY AND PURPOSE
        In recognition of the services provided by certain key employees, the Board adopted the 
Plan to make additional retirement benefits and increased financial security, on a tax-favored 
basis, available to those individuals.  The Plan was last amended and restated, effective as of 
January 1, 2005, to incorporate the applicable provisions of section 409A of the Code and 
regulations issued thereunder with respect to amounts covered by the Plan subject to such 
requirements.  It is now desired to further amend and restate the Plan, effective as of January 1, 
2009, to implement changes into the Plan that are required pursuant to and consistent with 
section 409A of the Code and the final regulations issued thereunder.  This Plan document covers 
any Participant who was entitled to receive a benefit from the Plan as of December 31, 2008, but 
did not receive payment of his benefit under the Plan as of such date, as well as any individual 
who becomes a Participant in the Plan on or after January 1, 2009.  Benefit payments 
commencing prior to January 1, 2009 are governed by the terms of the Plan as it existed prior to 
January 1, 2009 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 of the Code, the Plan has been operated in accordance with 
the transition relief established by the Treasury Department and Internal Revenue Service 
pursuant to section 409A of the Code.  The Plan, as amended and restated herein, is intended to 
be maintained and operated in accordance with the requirements of section 409A of the Code.  
All capitalized terms in this Article 1 shall be as defined in Article 2 below.  The amended and 
restated Plan reads as follows:
ARTICLE 2
DEFINITIONS
        2.1        Definitions.  The following words and phrases, when used in this Plan, shall have 
the following meanings:
                Affiliate means any firm, partnership, or corporation that directly or indirectly 
through one or more intermediaries, controls, is controlled by, or is under common control with 
the Company.  ?Affiliate? also includes any other organization related to the Company that is 
designated as such by the Board.
                Associate means any individual employed by the Employer on a regular, full-time 
basis at the manager level or above (determined in accordance with the personnel policies and 
practices of the Employer), including citizens of the United States employed outside of their 
home country and resident aliens employed in the United States; provided, however, that to 
qualify as an ?Associate? for purposes of the Plan, the individual must be a member of a group of 
?key management or other highly compensated employees? within the meaning of sections 201, 
301 and 401 of ERISA whose Compensation is within the top 5% of all Associates of the 
Employer ranked by Compensation.
                Base Salary means, for each Associate, his annual rate of base salary for the Plan 
Year, before any reduction for amounts deferred by the Participant pursuant to any Code section 
401(k) plan or Code section 125 plan or pursuant to this Plan.
                Base Salary Deferral means that portion of Base Salary as to which a Participant 
has made an annual irrevocable election to defer receipt until the date specified under the In-
Service Distribution Option or the Retirement Distribution Option.
                Beneficiary means the person or persons (natural or otherwise) designated by the 
Participant in accordance with Section 9.3.
                Board means the Board of Directors of the Company.
                Bonus means the amount earned by an Associate under the Employer?s Annual 
Incentive Bonus Plan, or any other bonus plan that replaces such plan, for the performance period 
that commences during such Plan Year.
                Cause means (i) the continued failure of the Associate to perform substantially his 
duties with the Employer (other than such failure resulting from an Associate?s Disability), (ii) 
any act by the Associate of illegality, dishonesty or fraud in connection with the Associate?s 
employment, (iii) the willful engaging by the Associate in gross misconduct which is 
demonstrably and materially injurious to the Employer or its affiliates, (iv) the Associate?s 
conviction of or pleading guilty or no contest to a felony, or (v) a violation of the Associate?s 
employment agreement or non-competition agreement with the Employer. 
                Code means the Internal Revenue Code of 1986, as amended from time to time 
and includes any regulations issued thereunder.
                Company means The Pep Boys ? Manny, Moe & Jack. 
                Company Stock Fund means the Deemed Investment Option under the Plan for 
which the rate of return credited to a Participant?s Distribution Accounts shall be based on the 
actual performance of the common stock of the Company.
                Compensation means the sum of the Associate?s Base Salary and Bonus for the 
Plan Year.
                Deemed Investment Options means the deemed investment options selected by 
the Participant from time to time pursuant to which deemed earnings are credited to the 
Participant?s Distribution Accounts.
                Disability or Disabled means a medically determinable physical or mental 
impairment of a permanent nature which prevents a Participant from performing his customary 
employment duties without endangering his health and which would qualify the Participant for 
Social Security disability benefits or a benefit under the Pep Boys ? Manny, Moe & Jack Long 
Term Disability Salary Continuation Plan.
                Distribution Account means, with respect to a Participant, the Retirement 
Distribution Account and/or the In-Service Distribution Account(s) established on the books of 
the Employer which is used solely to calculate the aggregate amount payable to each Participant.
                Distribution Option means the two distribution options which are available under 
the Plan, consisting of the Retirement Distribution Option and the In-Service Distribution 
Option.
                Distribution Option Period means a Plan Year for which an Eligible Associate 
elects, in the Enrollment Agreement for deferrals of Compensation for a Plan Year, the time and 
manner of payment of amounts credited to the Eligible Associate?s In-Service Distribution 
Option Account for such Plan Year.  For deferrals of Compensation for a particular Plan Year, 
the Distribution Option Period must be no sooner than the third Plan Year following the Plan 
Year for which the Compensation is deferred for that Distribution Option Period.
                Eligible Associate means any Associate who is designated by the Plan 
Administrator as eligible to participate in the Plan.
                Employer means the Company and any Affiliate.  
                Enrollment Agreement means the authorization form which an Eligible Associate 
files with the Plan Administrator to participate in the Plan.
                ERISA means the Employee Retirement Income Security Act of 1974, as 
amended.
                In-Service Distribution Account means a separate sub-account under the 
Distribution Account maintained for a Participant to which Base Salary Deferrals, Voluntary 
Bonus Deferrals and Matching Contributions are credited pursuant to the In-Service Distribution 
Option for each Plan Year.
                In-Service Distribution Option means the Distribution Option pursuant to which 
benefits are payable in accordance with Section 6.2.
                Matching Contributions are those credits made to the Participant?s Distribution 
Account by the Company pursuant to Section 4.2.
                Normal Retirement Age means age 62.
                Participant means an Eligible Associate who has filed a completed and executed 
Enrollment Agreement with the Plan Administrator or its designee and is participating in the Plan 
in accordance with the provisions of Article 4.  In the event of the death or incompetency of a 
Participant, the term shall mean the Participant?s personal representative or guardian.  An 
individual shall remain a Participant until that individual has received full distribution of any 
amount credited to the Participant?s Distribution Account(s).
                Plan means this plan, called The Pep Boys Deferred Compensation Plan, as may 
be amended from time to time.
                Plan Administrator means the committee appointed by the Board to act as the 
administrator of the Plan.
                Plan Year means the 12 month period beginning on each January 1 and ending on 
the following December 31.
                Retirement means a Participant?s Separation From Service with the Employer, for 
a reason other than death, at or after age 55.
                Retirement Distribution Account means a separate sub-account under the 
Distribution Account maintained for a Participant to which Base Salary Deferrals, Voluntary 
Bonus Deferrals and Matching Contributions are credited pursuant to the Retirement Distribution 
Option for all Plan Years.
                Retirement Distribution Option means the Distribution Option pursuant to which 
benefits are payable on account of a Separation From Service in accordance with Section 6.1.
                Separation Date means the last day on which the Participant is employed by an 
Employer on account of a Separation From Service.
                Separation From Service means a Participant?s separation from service with the 
Employer within the meaning of section 409A of the Code and the regulations thereunder.
                Specified Employee means 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.
                Tier I Participant means a Participant who is employed as an officer of the 
Company.
                Tier II Participant means a Participant other than a Tier I Participant.
                Unforeseeable Emergency means the Participant has experienced an 
?unforeseeable emergency? within the meaning of Treas. Reg. section 1.409A-3(i)(3)(i).
  
                Voluntary Bonus Deferral means the portion of the Participant?s Bonus earned in 
a Plan Year, as to which a Participant has made an annual irrevocable election to defer receipt 
until the date specified under the In-Service Distribution Option or the Retirement Distribution 
Option.
        2.2        Construction. The masculine gender, where appearing in the Plan, shall be 
deemed to include the feminine gender, unless the context clearly indicates to the contrary.

ARTICLE 3
ADMINISTRATION OF THE PLAN AND DISCRETION
        3.1        The Plan Administrator shall have full power and authority to interpret the Plan, 
to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or 
appropriate for the proper administration of the Plan and to make any other determinations and to 
take any other such actions as it deems necessary or advisable in carrying out its duties under the 
Plan.  All actions taken by the Plan Administrator arising out of, or in connection with, the 
administration of the Plan or any rules adopted thereunder, shall, in each case, lie within its sole 
discretion, and shall be final, conclusive and binding upon the Company, the Employer, the 
Board, all Participants, all Beneficiaries and all persons and entities having an interest therein 
and the Enrollment Agreement of each Participant shall constitute that Participant?s 
acknowledgement and acceptance of the Plan Administrator?s authority and discretion.
        3.2        The Plan Administrator shall serve without compensation for their services unless 
otherwise determined by the Board.  All expenses of administering the Plan shall be paid by the 
Company.
        3.3        The Company shall indemnify, defend and hold the Plan Administrator harmless 
from any and all claims, losses, damages, expenses (including counsel fees) and liability 
(including any amounts paid in settlement of any claim or any other matter with the consent of 
the Board) arising from any act or omission of such member, except when the same is due to 
gross negligence or willful misconduct.
        3.4        Any decisions, actions or interpretations to be made under the Plan by the 
Company, the Employer, the Board or Plan Administrator shall be made in its respective sole 
discretion, not as a fiduciary and need not be uniformly applied to similarly situated individuals 
and shall be final, binding and conclusive on all persons interested in the Plan. 
ARTICLE 4
PARTICIPATION
        4.1        Election to Participate.  
        (a)        Annually, all Eligible Associates will be offered the opportunity to make a Base 
Salary Deferral and a Voluntary Bonus Deferral with respect to Base Salary and Bonus to be 
earned in the following Plan Year.  Any Eligible Associate may enroll in the Plan effective as of 
the first day of a Plan Year by filing a completed and fully executed Enrollment Agreement with 
the Plan Administrator by a date set by the Plan Administrator, but in any event prior to the last 
day of the preceding Plan Year.  Pursuant to said Enrollment Agreement, the Eligible Associate 
shall irrevocably elect, except as otherwise provided herein, (1) the percentages, in whole 
percentages, by which (as a result of payroll reduction) an amount equal to any whole percentage 
of the Participant?s Base Salary and/or Bonus to be earned during that Plan Year will be deferred, 
(2) the Distribution Accounts to which such amounts will be credited, (3) the time of distribution 
from the designated Distribution Accounts for such Plan Year, and (4) shall provide such other 
information as the Plan Administrator shall require.   The Company may establish minimum or 
maximum amounts of Base Salary Deferrals and Voluntary Bonus Deferrals that may be elected 
under this Section and may change such standards from time to time; provided, that any such 
limits shall be communicated by the Company to the Plan Administrator and by the Plan 
Administrator to the Participants prior to the commencement of a Plan Year.  With respect to an 
election relating to a deferral to an In-Service Distribution Account for a particular Plan Year, in 
no event shall the date selected be sooner than the third Plan Year following the Plan Year for 
which the Compensation is deferred for that Distribution Option Period.
      
      (b)        In the Enrollment Agreement filed with the Plan Administrator for each 
Distribution Option, the Participant shall allocate his deferrals for the Plan Year between the 
Distribution Options in increments of ten percent and elect the time and manner of distributions 
from such Distribution Accounts.  A Participant?s execution of the Enrollment Agreement shall 
also constitute acknowledgment that all decisions, interpretations and determinations by the Plan 
Administrator shall be final and binding on the Company, the Employer, the Participant, his 
Beneficiaries and any other persons having or claiming an interest hereunder on behalf of the 
Participant.
      
      (c)        Notwithstanding the provisions of subsection (a):
      
              (1)        a Participant who incurs an Unforeseeable Emergency may elect to cancel 
future Base Salary Deferrals and Voluntary Bonus Deferrals being made on his behalf in the 
current Plan Year by giving the Plan Administrator at least 30 days? advance written notice of 
such election and agreeing not to make any further Base Salary Deferrals and Voluntary Bonus 
Deferrals under the Plan for the balance of the current Plan Year.  The Plan Administrator will 
determine whether the Participant has experienced an Unforeseeable Emergency.  If the Plan 
Administrator determines that the Participant has experienced an Unforeseeable Emergency the 
remaining Base Salary Deferrals and Voluntary Bonus Deferrals for such Plan Year will be 
cancelled.  
      
              (2)        to the extent required by a qualified plan maintained by the Employer, a 
Participant who takes a hardship withdrawal from any such qualified plan pursuant to Treas. Reg. 
section 1.401(k)-1(d)(3), shall have their Base Salary Deferrals and Voluntary Bonus Deferrals for the 
remainder of the Plan Year cancelled.  
        4.2        Matching Contributions.  
(a)        Matching Contributions for Tier I Participants.
      (1)        If a Tier I Participant elects to direct a portion of his Voluntary Bonus 
Deferral to the Company Stock Fund, the Company shall credit to such Tier I 
Participant?s Distribution Account for which such Tier I Participant?s Voluntary Bonus 
Deferrals are credited for a particular Plan Year a Matching Contribution equal to 100% 
of the Voluntary Bonus Deferral which the Tier I Participant elected to direct to the 
Company Stock Fund, up to 20% of the Tier I Participant?s Bonus.  
      
      (2)        The Deemed Investment Option for the Matching Contribution (and the 
related Voluntary Bonus Deferral) shall be the Company Stock Fund until such time as 
such amounts are distributed. 
      
      (3)        The Matching Contribution under this Section 4.2(a) shall vest according 
to the following schedule, on each anniversary of the date on which the Matching 
Contribution was credited to the Tier I Participant?s Distribution Account, provided that 
the Tier I Participant does not have a Separation Date prior thereto:
      
        Anniversary of Date of Credit                        Vested Percentage
        First anniversary                                33.33%
        Second anniversary                                66.66%
        Third anniversary                                100% 
If the Tier I Participant dies or becomes Disabled while employed by the Employer, or 
terminates employment on or after attaining Normal Retirement Age, the Matching 
Contribution shall vest immediately on the Separation Date.
        (b)        Additional Matching Contributions for Tier I and Tier II Participants.  The 
Company may credit an additional Matching Contribution to a Tier I Participant?s and/or Tier II 
Participant?s Distribution Account for any Plan Year, as determined by the Company.  Any such 
Matching Contribution shall be communicated by the Company to the Plan Administrator and by 
the Plan Administrator to the Participants prior to the beginning of the relevant Plan Year.  At the 
time of such communication, the Company shall specify with respect to such Matching 
Contributions (1) any applicable vesting requirements and (2) the time of distribution.  
        (c)        General Rules for Matching Contributions.  
      (1)        Notwithstanding the foregoing, if a Participant is terminated for Cause, the 
Plan Administrator, acting on behalf of the Company, shall have the discretion to forfeit 
the vested portion of the Matching Contribution credited to such Participant?s 
Distribution Account.  
      (2)        Matching Contributions will be credited as frequently as determined by the 
Plan Administrator, acting on behalf of the Company, but in any event at least annually.
ARTICLE 5
DISTRIBUTION ACCOUNTS
        5.1        Distribution Accounts.  For each Plan Year, the Plan Administrator shall establish 
and maintain separate Distribution Accounts with respect to each Participant for each 
Distribution Option Period and for the Retirement Account.  A Participant?s Distribution 
Accounts shall consist of the Retirement Distribution Account and/or one or more In-Service 
Distribution Accounts.  The amount of Base Salary Deferrals and Voluntary Bonus Deferrals 
pursuant to Section 4.1 shall be credited by the Company to the Participant?s Distribution Option 
Accounts no later than the first day of the month following the month in which such Base Salary 
or Bonus would otherwise have been paid, in accordance with the Distribution Option 
irrevocably elected by the Participant in the Enrollment Agreement.  Any amount once taken into 
account as Base Salary or Bonus for purposes of this Plan shall not be taken into account 
thereafter.  The Participant?s Distribution Accounts shall be reduced by the amount of payments 
made by the Company to the Participant or the Participant?s Beneficiary pursuant to this Plan.
        5.2        Returns on Distribution Option Accounts.  A Participant?s Distribution Accounts 
shall be credited with returns in accordance with the Deemed Investment Options elected by the 
Participant from time to time.  Unless otherwise provided under this Plan, Participants may 
allocate their Retirement Distribution Account and/or each of their In-Service Distribution 
Accounts among the Deemed Investment Options available under the Plan only in whole 
percentages of not less than five percent.  The rate of return, positive or negative, credited under 
each Deemed Investment Option is based upon the actual investment performance of the 
investment fund(s) designated by the Plan Administrator from time to time, and shall equal the 
total return of such investment fund net of asset based charges, including, without limitation, 
money management fees, fund expenses and mortality and expense risk insurance contract 
charges.  The Plan Administrator reserves the right, on a prospective basis, to add or delete 
Deemed Investment Options.
        5.3        Deemed Investment Options.  Except as otherwise provided pursuant to Section 
5.2, the Deemed Investment Options available under the Plan shall consist of the Company Stock 
Fund and such other investments funds as the Plan Administrator designates.  Notwithstanding 
that the rates of return credited to Participants? Distribution Accounts under the Deemed 
Investment Options are based upon the actual performance of the investment funds designated by 
the Plan Administrator, the Company shall not be obligated to invest any Base Salary Deferral 
and Voluntary Bonus Deferral by, and Matching Contributions for, Participants under this Plan, 
or any other amounts, in such portfolios or in any other investment funds.  Investments in the 
Company Stock Fund are limited to elections under Section 4.2 only.
        5.4        Changes in Deemed Investment Options.  A Participant may change the Deemed 
Investment Options to which the Participant?s Distribution Accounts are deemed to be allocated 
with whatever frequency is determined by the Plan Administrator which shall not be less than 
four times per Plan Year; provided, however, that a Tier I Participant who has elected to invest a 
portion of his Voluntary Bonus Deferral in the Company Stock Fund may not change such 
investment option for such Voluntary Bonus Deferrals or for the related Matching Contributions.  
A change in the Deemed Investment Options under this Section 5.4 may include (a) the 
reallocation of the Participant?s existing Distribution Accounts in whole percentages of not less 
than five percent, and/or (b) a change in investment allocation of amounts to be credited to the 
Participant?s Distribution Accounts in the future, as may be elected by the Participant.  
        5.5        Valuation of Distribution Accounts.  The value of a Participant?s Distribution 
Accounts as of any date shall equal the amounts theretofore credited to such Distribution 
Accounts, including any earnings (positive or negative) deemed to be earned on such Distribution 
Accounts in accordance with Section 5.2 through the day preceding such date, less the amounts 
theretofore deducted from such Distribution Accounts.
        5.6        Statement of Distribution Accounts.  The Plan Administrator shall provide to each 
Participant, not less frequently than quarterly, a statement in such form as the Plan Administrator 
deems desirable setting forth the balance standing to the credit of each Participant in each of his 
Distribution Accounts.
        5.7        Distributions from Distribution Accounts.  Any distribution made to or on behalf 
of a Participant from one or more of his Distribution Accounts in an amount which is less than 
the entire balance of any such Distribution Account shall be made pro rata from each of the 
Deemed Investment Options to which such Distribution Account is then allocated. 
ARTICLE 6
BENEFITS TO PARTICIPANTS
        6.1        Benefits Under the Retirement Distribution Option.  Benefits credited to a 
Participant?s Retirement Distribution Option shall be distributed to such Participant in a lump 
sum payment within thirty (30) days following the first day of the seventh month following the 
Participant?s Separation Date.  The lump sum payment shall be equal to the value of such 
Retirement Distribution Account as of the business day immediately preceding the date of 
payment. 
        6.2        Benefits Under the In-Service Distribution Option.  Benefits under the In-Service 
Distribution Option shall be paid to a Participant as follows:
                (a)        Distribution of Benefits Pursuant to an In-Service Distribution Account.  
In the case a Participant is employed by the Employer at the time his particular In-Service 
Distribution Account is payable, such Participant?s In-Service Distribution Account shall be 
distributed to the Participant in a lump sum payment.  Unless a Separation From Service occurs 
prior to the date on which the In-Service Distribution Account is to be paid pursuant to 
subsection (b) below, distribution of amounts credited to a Participant?s particular In-Service 
Distribution Account, if any, shall be made in the April of the Plan Year elected by the 
Participant in the Enrollment Agreement that designated all or a portion of the Base Salary and/or 
Bonus deferred to be allocated to such In-Service Distribution Account.  The lump sum payment 
shall be equal to the value of such In-Service Distribution Account as of the business day 
immediately preceding the date of payment.
                (b)        Benefits Upon Separation From Service.  In the case of a Participant who 
has a Separation From Service with the Employer prior to the date on which his In-Service 
Distribution Account(s) would otherwise be distributed, all such In-Service Distribution 
Account(s) shall be paid in a lump within thirty (30) days following the first day of the seventh 
month following the Participant?s Separation Date.  The lump sum payment shall be equal to the 
value of such In-Service Account(s) as of the business day immediately preceding the date of 
payment.
        6.3        Distribution of Matching Contributions.  Any Matching Contributions credited to 
a Participant?s Distribution Account, shall be paid to the Participant at the same time and in the 
same form as the voluntary deferrals to which such Matching Contributions correspond.  
        6.4        Type of Payment.  All payments under the Plan shall be made in cash, except that 
amounts attributable to Voluntary Bonus Deferrals which are invested in the Company Stock 
Fund at the Participant?s election and Matching Contributions under Section 4.2(a) shall be 
distributed in whole shares of Company Stock, with cash for fractional shares. 

ARTICLE 7
SURVIVOR BENEFITS
        7.1        Death of Participant Prior to the Commencement of Benefits.  In the event of a 
Participant?s death prior to the commencement of benefits in accordance with Article 6, 
distribution of the Participant?s Distribution Accounts 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 Section shall equal the 
value of the Participant?s Distribution Accounts as of the business day immediately preceding the 
date of payment.  
ARTICLE 8
EMERGENCY BENEFIT
        8.1        Emergency Benefit.  A Participant may request an earlier distribution under the 
Plan pursuant to this Article 8 if he experiences an Unforeseeable Emergency.  Such request must 
be made to the Plan Administrator in writing.  The Plan Administrator will determine, in its sole 
discretion, whether to approve such Participant?s request for a distribution from his Distribution 
Account on account of an Unforeseeable Emergency.  If the Plan Administrator approves the 
Participant?s request, the Company will make a distribution from the Participant?s Distribution 
Account.
        8.2        Additional Rules.  
                (a)        A Participant?s eligibility for a distribution under this Article shall be 
determined by the Plan Administrator in accordance with the provisions of Treas. Reg. section 1.409A-
3(i)(3) (or any successor regulation thereto).
                (b)        The amount distributed to a Participant shall not exceed the amount 
reasonably necessary to meet the Unforeseeable Emergency, including amounts necessary to pay 
any federal, state or local income taxes or penalties reasonably anticipated to result from the 
distribution, and in determining the amounts reasonably necessary to satisfy the Unforeseeable 
Emergency the Plan Administrator shall take into account any additional compensation that is 
available to the Participant as a result of the cancellation of the Participant?s deferral election 
under this Plan
                (c)        Amounts distributed under this Article shall be paid first from the 
applicable portion of the Participant?s In-Service Distribution Accounts, if any, to the extent the 
balance of one or more of such In-Service Distribution Accounts is sufficient to meet the 
emergency, in the order in which such Distribution Accounts would otherwise be distributed to 
the Participant.  If the distribution exhausts the applicable portion of the Participant?s In-Service 
Distribution Accounts, the applicable portion of the Participant?s Retirement Distribution 
Account may be accessed.  
                (d)        No further benefit shall be paid to a Participant or his Beneficiary with 
respect to any portion of a Distribution Account that is distributed under this Article.  
                (e)        A Participant who receives a distribution on account of an Unforeseeable 
Emergency under this Article in a Plan Year shall be prohibited from making any deferrals 
during the remainder of the Plan Year and must execute a new Enrollment Agreement if such 
Participant desires to defer Compensation for a future Plan Year.  
ARTICLE 9
MISCELLANEOUS
        9.1        Amendment and Termination.  The Plan may be amended, suspended, 
discontinued or terminated at any time by the Plan Administrator, acting on behalf of the 
Company; provided, however, that no such amendment, suspension, discontinuance or 
termination shall reduce or in any manner adversely affect the rights of any Participant with 
respect to benefits that are payable or may become payable under the Plan based upon the 
balance of the Participant?s Distribution Accounts as of the effective date of such amendment, 
suspension, discontinuance or termination, unless such amendment is necessary to comply with 
applicable law.  Following termination of the Plan, Participants shall be entitled to a distribution 
of their vested Distribution Accounts at the time permitted under section 409A of the Code and 
its corresponding regulations; provided that no such distribution may occur unless such 
termination is on account of a reason described in Treas. Reg. section 1.409A-3(j)(4)(ix)(A), (B) or (C) 
(or any successor regulation thereto) and the requirements of such regulations, as applicable, are 
met.
        9.2        Claims Procedure.  
                (a)        Claim.  A person who believes that he is being denied a benefit to which 
he is entitled under the Plan (hereinafter referred to as a ?Claimant?) may file a written request 
for such benefit with the Plan Administrator, setting forth the claim.
                (b)        Claim Decision.  Upon receipt of a claim, the Plan Administrator shall 
advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, 
deliver such reply within such period.  The Plan Administrator may, however, extend the reply 
period for an additional ninety (90) days for reasonable cause.
                If the claim is denied in whole or in part, the Claimant shall be provided a written 
opinion, using language calculated to be understood by the Claimant, setting forth:
                (1)        The specific reason or reasons for such denial;
                (2)        The specific reference to relevant provisions of the Plan on which such 
denial is based;
                (3)        A description of any additional material or information necessary for the 
Claimant to perfect the claim and an explanation why such material or such information is 
necessary;
                (4)        Appropriate information as to the steps to be taken if the Claimant wishes 
to submit the claim for review; 
                (5)        The time limits for requesting a review under subsection (c) and for review 
under subsection (4) hereof; and
                (6)        The Participant?s right to bring an action for benefits under section 502 of 
ERISA following an adverse determination on review.
                (c)        Request for Review.  Within sixty (60) days after the receipt by the 
Claimant of the written opinion described above, the Claimant may request in writing that the 
Plan Administrator review its determination.  The Claimant or his duly authorized representative 
may, but need not, review the pertinent documents and submit issues and comment in writing for 
consideration by the Plan Administrator.  If the Claimant does not request a review of the initial 
determination within such sixty (60) day period, the Claimant shall be barred and estopped from 
challenging the determination.
                (d)        Review of Decision.  Within sixty (60) days after the Plan Administrator?s 
receipt of a request for review, it will review the initial determination.  After considering all 
materials presented by the Claimant, the Plan Administrator will render a written opinion, written 
in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the 
decision and containing specific references to the relevant provisions of this Agreement on which 
the decision is based and a statement 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 Claimant?s claim for benefits, and the Participant?s right to bring an action for 
benefits under section 502 of ERISA.  If special circumstances require that the sixty (60) day 
time period be extended, the Plan Administrator will so notify the Claimant and will render the 
decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the 
request for review.
        9.3        Designation of Beneficiary.  Each Participant may designate a Beneficiary or 
Beneficiaries (which Beneficiary may be an entity other than a natural person) to receive any 
payments which may be made following the Participant?s death.  Such designation may be 
changed or canceled at any time without the consent of any such Beneficiary.  Any such 
designation, change or cancellation must be made in a form approved by the Plan Administrator 
and shall not be effective until received by the Plan Administrator, or its designee.  If no 
Beneficiary has been named, or the designated Beneficiary or Beneficiaries shall have 
predeceased the Participant, the Beneficiary shall be the Participant?s estate.  If a Participant 
designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal 
shares, unless the Participant has specifically designated otherwise.
        9.4        Limitation of Participant?s Right.  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 which 
such action may have upon such Participant as a recipient or prospective recipient of benefits 
under the Plan.  Any amounts 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 other arrangement established by the Employer for the benefit of its 
employees.
        9.5        No Limitation on Company Actions.  Nothing contained in the Plan shall be 
construed to prevent the Company from taking any action which is deemed by it to be 
appropriate or in its best interest.  No Participant, Beneficiary, or other person shall have any 
claim against the Company as a result of such action.
        9.6        Obligations to Company.  If a Participant becomes entitled to a distribution of 
benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, 
or other liability representing an amount owing to the Employer, then, to the extent permitted 
under section 409A of the Code, the Company may offset such amount owed to it against the 
amount of benefits otherwise distributable.  Such determination shall be made by the Plan 
Administrator.
        9.7        Nonalienation of Benefits.  Except as expressly provided herein, no Participant or 
Beneficiary shall have the power or right to transfer (otherwise than by will or the laws of 
descent and distribution), alienate, or otherwise encumber the Participant?s interest under the 
Plan.  The Company?s obligations under this Plan are not assignable or transferable except to (a) 
any corporation or partnership which acquires all or substantially all of the Company?s assets or 
(b) any corporation or partnership into which the Company may be merged or consolidated.  The 
provisions of the Plan shall inure to the benefit of each Participant and the Participant?s 
Beneficiaries, heirs, executors, administrators or successors in interest.
        9.8        Protective Provisions.  Each Participant shall cooperate with the Company by 
furnishing any and all information requested by the Company, taking such physical examinations 
as the Company may deem necessary and taking such other relevant action as may be requested 
by the Company.
        9.9        Withholding Taxes.  The Company may make such provisions and take such 
action as it may deem necessary or appropriate for the withholding of any taxes which the 
Employer is required by any law or regulation of any governmental authority, whether Federal, 
state or local, to withhold in connection with any benefits under the Plan, including, but not 
limited to, the withholding of appropriate sums from any amount otherwise payable to the 
Participant (or his Beneficiary).  Each Participant, however, shall be responsible for the payment 
of all individual tax liabilities relating to any such benefits.
        9.10        Unfunded Status of 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 of any assets whatsoever for such benefits 
shall be made.  Notwithstanding any segregation of assets or transfer to a grantor trust, with 
respect to any payments not yet made to a Participant, nothing contained herein shall give any 
such Participant any rights to assets that are greater than those of a general creditor of the 
Company.
        9.11        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.
        9.12        Governing Law.  The Plan shall be construed in accordance with and governed by 
the laws of the Commonwealth of Pennsylvania, without reference to the principles of conflict of 
laws.
        9.13        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. 
        9.14        Gender, Singular and Plural.  All pronouns and any variations thereof shall be 
deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons 
may require.  As the context may require, the singular may read as the plural and the plural as the 
singular.
        9.15        Notice.  Any notice or filing required or permitted to be given to the Plan 
Administrator or the Plan Administrator under the Plan shall be sufficient if in writing and hand 
delivered, or sent by registered or certified mail, to the Human Resources Department, or to such 
other entity as the Plan Administrator or the Plan Administrator may designate from time to time.  
Such notice shall be deemed given as to 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.
        9.16        Section 409A of the Code.  The Plan is intended to comply with the applicable 
requirements of section 409A of the Code and its corresponding regulations and related 
guidance, and shall be maintained and administrated in accordance with section 409A of the 
Code to the extent Section 409A of the Code applies to the Plan.  Notwithstanding anything in 
the Plan to the contrary, elections to defer Base Salary and Bonus to the Plan, and distributions 
from the Plan, may only be made in a manner, and upon an event, 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 of the Code, such provision shall be deemed null and 
void to the extent permitted by applicable law.  Other than on a valid Enrollment Agreement, 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 or her benefit under the Plan on account of a Separation From Service 
prior to the date that is six months from his or her Separation Date.  For avoidance of doubt, 
deferrals under the Plan are maintained on a Plan Year basis.

        IN WITNESS WHEREOF, this Amendment and Restatement of The Pep Boys 
Deferred Compensation Plan is hereby executed effective as of the 19th day of December, 
2008.
                                        /s/ THE PEP BOYS - MANNY, MOE & JACK
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1-PH/1941506.8