THE PEP BOYS DEFERRED COMPENSATION PLAN

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 credite