Exhibit 10.14


THE PEP BOYS
SAVINGS PLAN


AMENDMENT 2005-1


Pursuant to the
authority reserved to it under Section 10.01 of The Pep Boys Savings Plan
(the “Plan”), The Pep Boys—Manny, Moe & Jack (the “Company”) hereby
amends the 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.                 Effective January 1,
2006, the definition of “Excess Aggregate Contributions” in Section 2.1 of
the Plan is amended in its entirety to read as follows:


“Excess Aggregate Contributions means with respect to each
Plan Year, the amount determined for Highly Compensated Eligible Participants
under the procedure set forth in Treas. Reg. §1.401(m)-2(b)(2) or
any successor thereto.”


4.                 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.”


5.                 Section 6.1
is amended in its entirety to read as follows:


“Normal Retirement, Termination or Disability.  If a Participant’s employment is terminated by
reason of his Normal Retirement or Termination, or the Participant incurs a
Disability, then such Participant shall be entitled to receive the entire
amount credited to his Accounts in the manner and at the time provided in
Sections 6.4 and 6.5.”


6.                 Effective January 1,
2006, Section 4.1(d) of the Plan is amended so that the final
sentence of the first paragraph thereof reads as follows:


“It is intended that this contribution shall
constitute a qualified nonelective contribution within the meaning of Treas.
Reg. §1.401(k)-6 or any successor thereto.”













7.                 Effective
January 1, 2006, Section 4.7(b) of the Plan is amended so that
the second paragraph thereof reads as follows:


“Compliance with (a) and
(b) above, shall be determined in accordance with the rules set forth
in Section 401(m)(2) of the Code and Treas. Reg. §1.401(m)-2,
or any successors thereto.”


8.                 Effective January 1,
2006, Section 4.6 of the Plan is amended in its entirety to read as
follows:


“4.6   Distribution or Forfeiture of Income Attributable to Excess
Contributions.   Any distribution or forfeiture of
Pre-Tax Contributions necessary pursuant to Section 4.5 shall include a
distribution or forfeiture of the income, if any, allocable to such
contributions. Such income shall be determined in accordance with Treas. Reg.
§1.401(k)-2(b)(2)(iv)(D).”


9.                 Effective January 1,
2006, Section 4.8 of the Plan is amended in its entirety to read as
follows:


“4.8   Distribution or Forfeiture of Income Attributable to Excess Aggregate
Contributions.   Any distribution or forfeiture of
Excess Aggregate Contributions necessary pursuant to Section 4.7 shall
include a distribution or forfeiture of the income, if any, allocable to such
contributions. Such income shall be determined in accordance with Treas. Reg.
§1.401(m)-2(b)(2)(iv)(D).”


10.          Effective January 1,
2006, Section 4.9 of the Plan is amended in its entirety to read as
follows:


“4.9   Requirements for Qualified Non-Elective Contributions and Qualified
Matching Contributions.   Any contributions
that are designated as qualified non-elective contributions or as qualified
matching contributions shall meet the requirements of Treas. Reg. Sections
1.401(k)-2(a)(6) and 1.401(m)-1(a)(6). In addition, qualified
non-elective contributions and qualified matching contributions shall be fully
vested at all times. Such contributions shall be distributed from the Plan only
in accordance with the events enumerated in the Plan provided however, that in
no event shall such amounts be available for hardship withdrawal.”


11.          Effective March 28,
2005, Section 6.4(c) of the Plan is deleted, subsections (d) through
(h) are redesignated as (c) through (g), respectively, and all
references to such subsections in the Plan are redesignated accordingly, and
newly redesignated Section 6.4(c) (formerly Section 6.4(d)) of
the Plan is amended to add the following sentences to the end thereof:


“Notwithstanding
any provision of the Plan to the contrary, effective March 28, 2005, in
the event of an involuntary distribution under the Plan that is greater than
$1,000 but less than or equal to $5,000, if the Participant does not elect to
have such distribution paid directly to an Eligible Retirement Plan specified
by the Participant in a Direct Rollover or to receive the distribution
directly, then the Committee shall pay the distribution in a Direct Rollover to
an individual retirement account designated by the Committee. If the value of
the Participant’s nonforfeitable Account balance is $1,000 or less (determined
by taking into account that portion of the Account balance that is attributable
to rollover contributions (and allocable earnings thereto) within the meaning
of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of
the Code), the Plan shall distribute the Participant’s entire nonforfeitable
Account balance as soon as administratively feasible without the consent of the
Participant following termination of employment. Furthermore, any distribution
to a Participant’s Beneficiary on account of a Participant’s death that is less
than or equal to $5,000 shall be automatically distributed to such Beneficiary
as soon as practicable following the Participant’s death.”


12.          Effective March 28,
2005, Section 6.4(g) of the Plan is amended in its entirety to read
as follows:


“(g)   Distribution to an
alternate payee of a Participant or Former Participant, pursuant to a qualified
domestic relations order (“QDRO”), as defined in Section 414(p) of
the Code, shall be made as soon as practicable following the finalization of
the QDRO, or such later date as the QDRO may authorize; provided, however,
effective March 28, 2005, any distribution to an alternate payee hereunder
that is less than or equal to $5,000 shall be automatically distributed to such
alternate payee as soon as practicable following the finalization of the QDRO.”













13.          Effective January 1,
2006, Section 6.8(c)(2) of the Plan is amended in its entirety to
read as follows:


“(2)   The existence of a
financial hardship, and the amount necessary to meet such hardship, shall be
determined by the Committee in accordance with the rules set forth below. Notwithstanding
the foregoing, a hardship withdrawal by a Participant hereunder may not include
any amounts attributable to “qualified non-elective” and “qualified matching”
contributions as defined under Section 401(k) of the Code.


An immediate and heavy financial need shall be limited
to a need for funds for any of the following purposes:


(A)  medical
expenses described in Section 213(d) of the Code and incurred by the
Participant, his Spouse, or any of the Participant’s dependents (as defined in
Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3) (or the
distribution is necessary for such persons to obtain such medical care));


(B)   costs
directly related to the purchase (excluding mortgage payments) of a principal
residence of the Participant;


(C)   the payment
of tuition, related educational fees, and room and board expenses for the next
12 months of post-secondary education for the Participant, or the Participant’s
Spouse, children, or dependents (as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));


(D)  payments
necessary to prevent the eviction of the Participant from his principal residence
or foreclosure on the mortgage of the Participant’s principal residence;


(E)   expenses
for the repair of damage to the Participant’s principal residence that would
qualify for the casualty deduction under section 165 of the Code (determined
without regard to whether the loss exceeds 10% of adjusted gross income);


(F)   payments
for burial or funeral expenses for the Participant’s deceased parent, spouse,
children or dependents (as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));


(G)  federal,
state or local income taxes or penalties reasonably anticipated to result from
the distribution; or


(H)  such other
circumstances as may be prescribed by the Secretary of the Treasury or his
delegate.”


14.          Effective January 1,
2006, Section 6.8(c)(5) of the Plan is deleted and Section 6.8(c)(4) of
the Plan is amended so that the first sentence thereof reads as follows:


“Following payment
of any hardship distribution to a Participant hereunder, such Participant may
not make Pre-Tax Contributions (and the Participant shall be precluded from
making any employee contributions to all other plans maintained by the Employer
as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iv)(E)(2)),
during the six calendar months immediately following the effective date of such
hardship withdrawal.”


15.          Effective January 1,
2006, Section 12.1 of the Plan is amended so that the second sentence
thereof reads as follows:


“A distribution may not be made from the Plan due to
the termination of the Plan if the Employer established or maintains an
alternative plan, as such terms are defined in Treas. Reg. Section 1.401(k)-1(d)(4).”


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