Executive Supplemental Retirement Plan

THE PEP BOYS - MANNY, MOE & JACK
ACCOUNT PLAN
(formerly part of The Pep Boys - Manny, Moe & Jack
Executive Supplemental Retirement Plan)

RECITALS
            WHEREAS, The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation
(the ?Company?), established an Executive Supplemental Pension Plan (hereinafter referred to as
the ?Supplemental Plan?) effective January 1, 1982;
            WHEREAS, the Company previously amended and completely restated the
Supplemental Plan effective January 1, 1988, and further amended and restated the Supplemental
Plan effective on February 13, 1992, March 31, 1995, and March 26, 2002;
            WHEREAS, pursuant to resolutions adopted March 3, 2004, the Board changed
the name of the Supplemental Plan to the ?Executive Supplemental Retirement Plan? (the
?Executive Plan?) and amended and restated the Executive Plan with respect to certain of those
individuals who were Eligible Employees (as defined in the Executive Plan) on such date, altered
the method of delivering benefits for certain specified Participants and gave others an election as
to the manner in which they were credited with a benefit;

                WHEREAS, the foregoing changes were incorporated into an amendment and
restatement of the Executive Plan, effective as of January 31, 2004;
            WHEREAS, the Company now desires to amend the Executive Plan to comply
with the requirements of section 409A of the Code and its corresponding final regulations;
             WHEREAS, the Company also now desires to split the Executive Plan into two
separate independent plan documents, with one plan document covering Legacy Plan
Participants, the Legacy Plan, and the other plan document covering Non-Legacy Plan
Participants, this Plan;
            WHEREAS, effective January 1, 2009, this Plan document is intended to reflect
the split of the Executive Plan and to cover all Non-Legacy Plan Participants who were entitled
to receive a benefit from the Executive Plan as of December 31, 2008, but did not commence to
receive their benefit from the Executive Plan as of such date, as well as any individual who
becomes eligible to participate in the Plan on or after January 1, 2009, and to implement changes
required pursuant to and consistent with section 409A of the Code;   

                WHEREAS, benefit payments commencing prior to January 1, 2009 are governed
by the terms of the Executive Plan as it existed prior to the Effective Date 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, the Executive Plan has been operated in accordance with transition relief established by
the Treasury Department and Internal Revenue Service pursuant to section 409A of the Code;
and
            WHEREAS, Section 9.1 of the Executive Plan authorizes the Board to amend the
Executive Plan.
            NOW, THEREFORE, the portion of the Executive Plan relating to Non-Legacy
Plan Participants, is hereby amended and restated, effective as of January 1, 2009, as follows:
            

ARTICLE I
Definitions
            1.1        ?Administrator? or ?Plan Administrator? shall mean a committee
composed of three or more persons designated from time to time by the Board.
            1.2        ?Board? shall mean the Board of Directors of the Company.
            1.3        ?Code? shall mean the Internal Revenue Code of 1986, as amended from
time to time and includes any regulations issued thereunder.
            1.4        ?Company? shall mean The Pep Boys - Manny, Moe & Jack, a
Pennsylvania corporation.
            1.5        ?Compensation? shall mean, for each Plan Year, 100% of an Eligible
Employee?s annual base salary for such Plan Year and annual bonus earned under the
Employer?s Annual Incentive Bonus Plan, or any other bonus plan that replaces such plan or is in
addition to such plan for the Plan Year, for the performance period that commences during such
Plan Year, before taking into account amounts which an Eligible Employee elects to forego to
provide benefits under a plan which satisfies the provisions of section 401(k) or 125 of the Code
or to provide benefits under the Company?s Deferred Compensation Plan; provided, further, that
any bonus that was earned under the Employer?s Annual Incentive Bonus Plan, or any other
bonus plan that replaces or is in addition to such plan, prior to the date Compensation hereunder
is determined but which is unpaid for any reason as of the calculation date shall be included as
Compensation for purposes hereof.
            1.6        ?Disability? shall mean that a Participant ceases employment with the
Employer when he or she is entitled to receive benefits under the Long Term Disability Salary
Continuation Plan sponsored by the Employer.
            1.7         ?Effective Date? shall mean January 1, 2009.
            1.8        ?Eligible Employee? shall mean an employee of the Employer who is a
key employee, including officers and directors who are key employees, and is designated by the
Board to participate in this Plan. Any individual who is actively participating in the Legacy Plan
shall not qualify as an Eligible Employee for purposes of this Plan.
            1.9        ?Employer? shall mean the Company or any of its subsidiaries.
            1.10        ?ERISA? shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time and includes any regulations issued thereunder.
            1.11        ?Executive Plan? shall mean such term as is defined in the Recitals of this
Plan.
            1.12        ?Investment Election Form? shall mean the form prescribed by the
Administrator, filed by a Participant with the Administrator, to designate the investment vehicles
for which the amounts credited to the Participant?s Plan Account shall be deemed to be invested
under Section 3.2 of the Plan.
            1.13        ?Legacy Plan? shall mean The Pep Boys ? Manny, Moe & Jack Legacy
Plan.
            1.14        ?Legacy Plan Participant? shall mean such term as is defined in the
Legacy Plan.
            1.15        ?Non-Legacy Plan Participant? shall mean any participant in the
Executive Plan who was not a Legacy Plan Participant.
            1.16        ?Participant? shall mean each Non-Legacy Plan Participant who is entitled
to receive a benefit from the Executive Plan immediately prior to the Effective Date and did not
commence receipt of his or her benefit under the Executive Plan immediately prior to the
Effective Date, and each Eligible Employee who first becomes eligible to participate in the Plan
pursuant to Sections 2.1 and 2.2 on or after the Effective Date and is entitled to receive a benefit
under the Plan.
            1.17        ?Plan? shall mean The Pep Boys ? Manny, Moe & Jack Account Plan as
set forth herein as of the Effective Date, and the same as may be further amended from time to
time.
            1.18         ?Plan Account? shall mean for each Participant his or her Retirement
Contribution Account and the Prior Executive Plan Account, if applicable.
            1.19        ?Plan Year? shall mean the calendar year.
            1.20        ?Prior Executive Plan Account? shall mean the individual account
maintained on the books of the Company for each Non-Legacy Plan Participant under the
Executive Plan and all sums accounted for therein immediately prior to the Effective Date.
            1.21        ?Retirement Contribution? shall mean a credit to a Participant?s
Retirement Contribution Account pursuant to Section 4.1 of the Plan. For periods prior to the
Effective Date, the term ?Retirement Contribution? shall have the meaning in the Executive
Plan.
            1.22        ?Retirement Contribution Account? shall mean the individual account
maintained on the books of the Company for each Participant to record the crediting of all
Retirement Contributions, and all earnings related to such Retirement Contributions, on and after
the Effective Date, and the debiting of all distributions to the Participant or to his or her
beneficiary on and after the Effective Date with respect to such Retirement Contributions.
            1.23        ?Separation Date? shall mean the last day on which a Participant is
employed by an Employer on account of a Separation From Service.
            1.24         ?Separation From Service? shall mean a Participant?s separation from
service with the Employer within the meaning of section 409A of the Code and the regulations
issued thereunder.
            1.25         ?Specified Employee? shall mean 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.
            1.26        ?Year of Service? shall mean a consecutive twelve-month period during
which an individual is continuously employed by the Employer as an Eligible Employee. Each
Year of Service earned prior to the Effective Date under the Executive Plan shall count as a Year
of Service under this Plan. For purposes of this Plan, any partial Years of Service shall not be
included in the calculation of benefits or for any other purpose hereunder and Years of Service
for which the individual did not qualify as an Eligible Employee shall not count. If a terminated
employee is rehired and is designated as an Eligible Employee, his or her Years of Service shall
not include his or her pre-termination employment. If a Legacy Plan Participant after ceasing to
participate in the Legacy Plan is subsequently designated as an Eligible Employee for purposes
of this Plan and such Legacy Plan Participant was continuously employed during such
subsequent period, such Legacy Plan Participant shall receive credit for his or her Years of
Service prior to being so designated.
ARTICLE II
Participation
            2.1        Eligibility to Participate. Each Non-Legacy Participant who was entitled
to receive a benefit under the Executive Plan on December 31, 2008, but did not receive payment
of his or her benefit prior to the Effective Date, shall be a Participant in the Plan as of the
Effective Date and such Participant?s benefit paid on or after the Effective Date shall be
governed by the terms of the Plan as set forth herein. Each individual who becomes an Eligible
Employee on or after the Effective Date shall commence participation in the Plan on the date he
or she is designated as an Eligible Employee by the Administrator and for as long as such
individual is entitled to receive a benefit from the Plan such individual shall be deemed a
Participant.
            2.2        Procedure for and Effect of Admission. On and after the Effective Date,
each individual who first becomes an Eligible Employee for a Plan Year shall become a
Participant in the Plan for such Plan Year at the time designated by the Administrator. Prior to
active participation in the Plan such Participant shall be provided with such forms as the
Administrator determines necessary to effectuate the participation of such Eligible Employee in
the Plan, including an Investment Election Form and beneficiary designation form in the event of
the death of the Eligible Employee.
            2.3        Termination. An individual shall continue as a Participant in the Plan for
as long as he or she is entitled to receive a benefit from the Plan; provided, however, that a
Participant?s active participation in the Plan for purposes of eligibility to receive Retirement
Contributions shall terminate on the earliest of the date (a) his or her designation as an Eligible
Employee is terminated by the Board, (b) he or she has a Separation From Service from the
Employer for any reason, or (c) the Plan is terminated.
            2.4        Reemployment. If an Eligible Employee ceases being eligible to
participate in the Plan and subsequently becomes eligible to participate in the Plan on or after the
Effective Date, such Eligible Employee?s participation in the Plan shall commence for the Plan
Year designated by the Administrator. Such Eligible Employee shall be required to execute such
forms as required by the Administrator, including an Investment Election Form and beneficiary
designation form in the event of the death of the Eligible Employee.
ARTICLE III
Plan Accounts
            3.1        Establishment of Accounts. The Plan Administrator shall maintain a Plan
Account on behalf of each Participant in the Plan. Such Plan Account shall consist of a Prior
Executive Plan Account for each Participant who had such under the Executive Plan and a
Retirement Contribution Account to reflect Retirement Contributions credited on behalf of such
Participant on and after the Effective Date.
            3.2        Investment Funds. Amounts credited to a Participant?s Plan Account shall
be credited with earnings, at periodic intervals determined by the Plan Administrator, at a rate
equal to the actual rate of return for such period of an investment fund or funds or index or
indices selected by that Participant on his or her Investment Election Form from a range of
investment vehicles authorized by the Plan Administrator. The rate of return on investment
vehicles shall be tracked solely for the purpose of computing the amount of benefits payable to
Participants under the Plan. Neither the Company nor any other Employer shall be obligated to
make any actual investment. A Participant may change the investment allocations for existing
amounts credited to his or her Plan Account or for future amounts credited to his or her Plan
Account by completing a new Investment Election Form and submitting such to the Plan
Administrator. Amended Investment Election Forms may be submitted by the Participant to the
Plan Administrator at such times as permitted by the Plan Administrator in or her sole discretion.
            3.3        Bookkeeping Entries. The maintenance of an individual Plan Account on
behalf of each Participant is for bookkeeping purposes only. Neither the Company nor any other
Employer shall be obligated to acquire or set aside any particular assets for the discharge of their
obligations under the Plan, nor shall any Participant to have any property rights in any particular
assets that may be held by the Company or any other Employer with respect to the Plan.
            3.4        Statements. Statements shall be sent to each Participant no less frequently
than quarterly setting forth the value of the Participant?s Plan Accounts.
ARTICLE IV
Retirement Contributions
            4.1        Amount. The Retirement Contribution Account of each Participant shall
be credited with a Retirement Contribution based on a percentage of his or her Compensation for
a Plan Year provided that the Participant is an Eligible Employee on the last day of such Plan
Year. The applicable percentage for any Plan Year shall be determined in accordance with the
following schedule:
If the Participant is...

Retirement
Contribution
Percentage
At least 55 years of age

19%
At least 45 years of age but not more than 54 years of age

16%
At least 40 years of age but not more than 44 years of age

13%
Not more than 39 years of age

10%
            For purposes of this Section 4.1, a Participant?s age shall be determined at the end
of each Plan Year to which the particular Retirement Contribution relates. Notwithstanding
anything herein to the contrary, (i) for the first four Plan Years that a Participant is an Eligible
Employee, including Plan Years under the Executive Plan, but only with respect to Eligible
Employees who were eligible to participate in the Plan on the Effective Date, the Retirement
Contribution shall be limited to 10% of Compensation irrespective of the Participant?s age, and
(ii) in the case of a Participant who ceases to be an Eligible Employee during a Plan Year by
reason of death or a Disability, a pro rata portion of the Retirement Contribution shall be credited
based on the number of months during the Plan Year in which the Eligible Employee was
employed by the Employer prior to death or Disability. If an Eligible Employee is rehired by the
Employer after the Effective Date, such Eligible Employee will not receive any credit for Years
of Service earned prior to such rehire date and such Eligible Employee will be subject to
satisfying the requirements of clause (i) above for his first four Plan Years after his rehire date.
            4.2        Crediting. Retirement Contributions shall be credited to an Eligible
Employee?s Retirement Contribution Account for a Plan Year as soon as administratively
practicable following the completion of the Plan Year for which the Retirement Contribution
relates or such earlier date as is designa