Exhbit 10.10


THE PEP BOYS –

MANNY, MOE & JACK PENSION PLAN


AMENDMENT 2005-1


Pursuant to the
authority reserved to it under Section 8.2 of The Pep Boys – Manny, Moe &
Jack Pension Plan (the “Pension Plan”), The Pep Boys – Manny, Moe & Jack
(the “Company”) hereby amends the Pension Plan as follows:


1.                The definition of
“Disability” in Section 2.1 of the Plan is amended in its entirety as follows:


“Disability
means a disability that results in the Participant’s entitlement to long-term
disability benefits under the Social Security Act.”


2.                The definition of
“Employee” in Section 2.1 of the Plan is amended in its entirety as follows:


“Employee
means any individual employed by the Employer as a common law employee.  An Employee does not include an independent
contractor or any other person who the Employer determines, in its sole
discretion based on the criteria set forth in Treasury Regulation section
31.3401(c)-1, is not is a common law employee. 
If a person described in the preceding sentence is subsequently reclassified
as, or determined to be, an employee by the Internal Revenue Service, any other
governmental agency or authority, or a court, or if the Employer is required to
reclassify such an individual as an employee as a result of such
reclassification or determination (including any reclassification by the
Employer in settlement of any claim or action relating to such individual’s
employment status), such individual will not become eligible to become a
Participant in this Plan by reason of such reclassification or determination.”


3.                The definition of
“Spouse” in Section 2.1 of the Plan is amended in its entirety to read as
follows:


“Spouse  (Surviving Spouse) means the spouse or
surviving spouse of the Participant or Former Participant, as the context requires,
who is a person of the opposite gender who is the lawful husband or lawful wife
of a Participant under the laws of the state or country of the Participant’s
domicile; provided, however, that a former spouse shall be treated as the
Spouse or surviving Spouse to the extent provided under a qualified domestic
relations order as described in Section 414(p) of the Code.”


4.                Section 4.6(c) of
the Pension Plan is amended in its entirety, effective as of January 1, 2006,
to read as follows:













“(c)  Notice
and Information to Participants. The Administrative Committee shall furnish
each Participant or Former Participant, not more than 90 days and not less than
30 days prior to his Annuity Starting Date, with the following information
regarding benefits payable under the Plan in written nontechnical language:


(1)   A general
description or explanation of the automatic post-retirement Spouse’s benefit
described in Section 4.6(b) and single life annuity benefit with payments
guaranteed for 120 months described in Section 4.6(a) and notification of the
Participant’s or Former Participant’s right to waive the right to receive his
benefits in a qualified joint and survivor annuity or single life annuity with
payments guaranteed for 120 months and the right to make or revoke a previous
election to waive the qualified joint and survivor annuity or single life
annuity with payments guaranteed for 120 months.


(2)   A general
explanation of the relative values of each form of benefit available under the
Plan and the relative financial effect on a Participant’s or Former
Participant’s benefits of any of the foregoing elections.


(3)   Notification
of the availability, upon written request of a Participant or Former
Participant of an explanation of the financial effect of any of the foregoing
elections upon the requesting Participant’s or Former Participant’s benefits
under the Plan and notification that each Participant or Former Participant may
make only one such request.


(4)   A general
explanation of the rights of a Participant’s or Former Participant’s Spouse.


(5)   If the
Participant or Former Participant requests an Annuity Starting Date prior to
his Normal Retirement Date, notification of the Participant’s or Former
Participant’s right to defer commencement of his benefit until his Normal
Retirement Date.


Notwithstanding the
foregoing, the Participant’s or Former Participant’s Annuity Starting Date may
precede or be fewer than 30 days after the explanation described in this
Section is provided if:


(A)  the
Participant or Former Participant is given notice of his right to a 30-day
period in which to consider whether to (1) waive the normal form of benefit and
elect an optional form and (2) to the extent applicable, consent to the
distribution;


(B)   the
Participant or Former Participant affirmatively elects a distribution and a
form of benefit and the Spouse, if necessary, consents to the form of benefit
elected;



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(C)   the
Participant or Former Participant is permitted to revoke his affirmative
election at any time prior to his Annuity Starting Date or, if later, the
expiration of a 7-day period beginning on the day after the explanation
described in this Section is provided to the Participant or Former Participant;


(D)  the Annuity
Starting Date is after the earlier of (1) the date the Administrative Committee
receives written notice of the Participant’s or Former Participant’s intent to
begin receiving benefits or (2) the date the explanation described in this
Section is provided to the Participant or Former Participant; 


(E)   the
distribution to the Participant or Former Participant does not commence before
the expiration of the 7-day period described in paragraph (C) above; and


(F)   for Annuity
Starting Dates on or after January 1, 2006, if the Annuity Starting Date
precedes the date on which the explanation described in this Section is
provided (i) monthly payments to the Participant or Former Participant shall
equal the monthly payments the Participant or Former Participant would have
received had the Participant or Former Participant actually begun to receive
payments on the Annuity Starting Date; (ii) the Participant or Former
Participant shall receive a make-up payment to reflect the payments that should
have been made during the period beginning on the Participant’s Annuity
Starting Date and ending on the date the Participant begins to receive payments
(with an adjustment for interest); (iii) for purposes of Section 4.6(e), the
identity of the Participant’s Spouse shall be determined as of the date
benefits commence, except as otherwise provided in a qualified domestic
relations order under Section 414(p) of the Code; (iv) either (I) the
Participant’s or Former Participant’s Spouse, determined as of the date
benefits commence, consents to the distribution, or (II) death benefits payable
to the spouse under the form of distribution elected by the Participant or
Former Participant shall not be less than the death benefits that would be paid
to the Spouse under the fifty percent (50%) joint and survivor annuity
described in Section 4.6(b) that commences after the date on which the
Participant or Former Participant receives the explanation described in this
Section; (v) the distribution satisfies the requirements of section 415 of the
Code as of (I) the Annuity Starting Date and (II) unless the distribution
commences less than 12 months after the Annuity Starting Date and the form of
pension is subject to the valuation rules of section 417(e)(3) of the Code, the
date the distribution commences; and (vi) the distribution satisfies the
requirements of section 417(e)(3) of the Code as of the Annuity Starting Date;
provided, however, that if the form of pension, determined as of the Annuity
Starting Date, is subject to section 417(e)(3) of the Code, the distribution
shall not be less than the Actuarial Equivalent of the benefit determined as of
the date the distribution commences using the interest rate and mortality table
used to calculate lump sum payments under the Plan.”



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5.                Section 4.6(d) of
the Pension Plan is amended, effective as of January 1, 2006, to delete the
final paragraph thereof that begins, “The election period shall begin no
earlier than....”


6.                Section 4.11 of
the Pension Plan is amended in its entirety, effective as of March 28, 2005, to
read as follows:


“4.11                       Cash-Out
of Small Benefits.


(a)    Notwithstanding
any other provision of the Plan, for distributions made on or after March 28,
2005, if the Actuarial Equivalent value of the vested Accrued Annual Pension or
Normal Annual Pension payable as a single life annuity with payments guaranteed
for 120 months payable to a Participant or Former Participant does not exceed
$1,000, such benefit shall be paid in a single sum as soon as practicable after
the Participant’s Termination.  A
distribution pursuant to this subsection (a) shall not require the consent of
the Participant or the consent of his Spouse.


(b)   For
distributions made on or after March 28, 2005, a Participant who Terminates for
any reason other than on account of death shall be eligible for a voluntary
single sum payment of the Actuarial Equivalent of his vested Accrued Annual
Pension or Normal Annual Pension under the Plan as set forth in this subsection
(b).  If the Actuarial Equivalent value
of the vested Accrued Annual Pension or Normal Annual Pension payable as a
single life annuity with payments guaranteed for 120 months payable to a
Participant or Former Participant is more than $1,000, but equal to or less
than $5,000, determined as of the Participant’s date of Termination, the
Participant shall be eligible to elect to receive payment of his vested Accrued
Annual Pension or Normal Annual Pension in a single sum as settlement of all
liabilities of the Plan in connection with the Participant in accordance with
this Section 4.11(b), provided that such payment is made no later than the last
day of the Plan Year following the Plan Year in which the Participant’s
Termination occurred.  A distribution
pursuant to this subsection (b) shall not require the consent of the
Participant or the consent of his Spouse.


(c)    For
distributions made on or after March 28, 2005, notwithstanding any other
provision of this Article IV, the Actuarial Equivalent value of the Spouse’s
death benefit payable to the Spouse of a Participant or Former Participant
pursuant to Section 4.7 shall be distributed to such Spouse as soon as
practicable following the Participant’s or Former Participant’s death if such
Actuarial Equivalent value is $5,000 or less.


(d)   Notwithstanding
any other provision of the Plan, if a Participant has attained his Normal
Retirement Age and the Actuarial Equivalent value of the vested Accrued Annual
Pension or Normal Annual Pension payable as a single life annuity with payments
guaranteed for 120 months payable to a Participant or Former Participant does
not exceed $5,000, such vested benefit 



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shall be paid in a single
sum as soon as administratively practicable following the later of the
Participant’s Termination or attainment of Normal Retirement Age.  A distribution pursuant to this subsection
(d) shall not require the consent of the Participant or the consent of his
Spouse.


(e)    A
Participant who has a zero vested interest in his Accrued Annual Pension shall
be deemed to have received a distribution of his Accrued Annual Pension
immediately upon his Termination of employment.”


7.                Section 4.13 of
the Pension Plan is amended in its entirety, effective as of March 28, 2005, to
read as follows:


“4.13                       Payments
to an Alternate Payee.  


(a)    Payments
to an Alternate Payee pursuant to a qualified domestic relations order under
Section 414(p) of the Code shall not be made prior to the date that the
Participant or Former Participant has reached or would have reached his
earliest retirement date under the Plan, except for any small payments provided
under subsection (b).


(b)   In the
event that the Actuarial Equivalent single sum value of the benefit payable to
an Alternate Payee pursuant to a qualified domestic relations order under
Section 414(p) of the Code does not exceed $5,000, such amount shall be paid to
such Alternate Payee in a single sum as soon as practicable following the
Administrative Committee’s receipt of the order and verification of its status
as a qualified domestic relations order under Section 414(p) of the Code.”


IN
WITNESS WHEREOF, and as evidence of the adoption of the amendment set forth
herein, the Company has caused this instrument to be executed this 20th day of
December, 2005.




	
  

  	
   

  	
  /s/THE PEP BOYS – MANNY, MOE & JACK

  






 



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