[CAPTION]
Amendments to The Pep Boys Savings Plan
1. The Introduction to the Plan is hereby amended to substitute, "and its
Participating Employers", for "and certain of its Affiliates" in the third line.
2. The Introduction is further amended to change the second paragraph to read
as follows:
The Plan is intended to be a discretionary "profit sharing" plan as defined
in Section 401(a)(27) of the Code.
3. Section 2.1 of the Plan is hereby amended to substitute "Sections 414(b),
(c), (m) and (o)" for "the appropriate Sections" in the second-to-last line
of the definition of "Affiliate."
4. Section 2.1 of the Plan is hereby amended to delete "commencing after
December 31, 1988" in the first sentence and to delete the second sentence
in its entirety of the definition of "Annual Additions."
5. Section 2.1 of the Plan is hereby amended to change the definition of
"Beneficiary" to read as follows:
Beneficiary means a person or persons (natural or otherwise) designated
by a Participant in accordance with the provisions of Section 6.6 (or
deemed to have been designated) to receive any death benefit which shall
be payable under this Plan.
6. Section 2.1 of the Plan is hereby amended to change the last sentence of
the first paragraph of the definition of "Compensation" to read as follows:
For purposes of the preceding two sentences, a Participant who has
Compensation in excess of $200,000 or $150,000 respectively (in each case
as adjusted by the Secretary) may continue to participate under the terms
of the Plan after having received $200,000 or $150,000 of Compensation
during the Plan Year as long as the aggregate amount of Compensation taken
into account under the terms of the Plan for any Plan Year does not exceed
$200,000 or $150,000 (in each case as adjusted by the Secretary) as
applicable.
7. Section 2.1 of the Plan is hereby amended to delete the last sentence of
the definition of "Eligible Employee."
8. Section 2.1 of the Plan is hereby amended to insert ",effective January 1,
1993" immediately following "means" in the definition of "Entry Date."
9. Section 2.1 of the Plan is hereby amended to delete "Proposed" in the
definition of "Excess Aggregate Contributions."
10. Section 2.1 of the Plan is hereby amended to change subsection (d) of the
definition of "Highly Compensated Employee" to read as follows:
(d) Employees who are officers during the look-back year and who have
compensation in the look-back year greater than 50% of the dollar limit in
Section 415(b)(1)(A) of the Code;
11. Section 2.1 of the Plan is hereby amended to add "without United States
source income" at the end of the first sentence in subsection (e)(1) of the
definition of "Highly Compensated Employee."
12. Section 2.1 of the Plan is hereby amended to delete paragraph (c) of the
definition of "Hours of Service" and to redesignate the remaining paragraphs in
such definition accordingly.
13. Section 2.1 of the Plan is hereby amended to delete the definition of
"One-Year Break in Service or Break in Service."
14. Section 2.1 of the Plan is hereby amended to substitute "Company" for
Employer" in the last line of the definition of "Participating Employer."
15. Section 2.1 of the Plan is hereby amended to change the definition of "Year
of Eligibility Service" to read as follows:
Year of Eligibility Service means a 12 consecutive month period beginning
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on the date an Eligible Employee's employment commences (the "initial
eligibility computation period"), provided such Eligible Employee is
credited with at least 1,000 Hours of Service. If an Eligible Employee is
not credited with 1,000 Hours of Service in the initial eligibility
computation period, then the eligibility computation period shall be the
Plan Year, beginning with the Plan Year that includes the first anniversary
of the Eligible Employee's initial eligibility computation period.
16. Section 2.1 of the Plan is hereby amended to add the following new
paragraph to the end of the definition of "Hours of Service" to read as follows:
Eligible Employees shall be credited with any Hours of Service required to
be credited to them in accordance with the Family and Medical Leave Act and
The Uniformed Services Employment and Reemployment Rights Act of 1994.
17. Section 2.1 of the Plan is hereby amended to change the last sentence of
the definition of "Income "to read as follows:
In determining the Income of the Trust Fund for any period, assets shall
be valued on the basis of fair market value, except for any investment
that the Committee determines shall be valued on the basis of book or
contract value.
18. Section 3.3 of the Plan is hereby amended to substitute "retirement" for
"Retirement " in the second line.
19. Section 3.4 of the Plan is hereby amended to insert "Eligible" immediately
before "Employee's eligibility" in the second line.
20. Section 4.1(a) of the Plan is hereby amended to insert "Treas. Reg."
immediately before "1.402(g)- 1(b)," in the second to last paragraph.
21. Section 4.3 of the Plan is hereby amended to read as follows:
4.3 Conditions on Employer Contributions. To the extent permitted or
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required by ERISA and the Code, contributions under this Plan are subject
to the following conditions:
(a) If the Employer makes a contribution, or any part thereof, by
mistake of fact, such contribution or part thereof, or its then
current value if less, shall be returned to the Employer within
one year after such contribution is made;
(b) Contributions to the Trust Fund are specifically conditioned on
the initial qualification of the Plan under the Code; in the event
the Plan is determined to be disqualified with the remedial
amendment period pursuant to a request for a determination letter
from the Internal Revenue Service, the current value of all
contributions made shall be returned to the Employer within one
year after the effective date of disqualification;
(c) Contributions to the Plan are specifically conditioned upon their
deductibility under the Code; to the extent a deduction is
disallowed for any such contribution, such amount, or its then
current value if less, shall be returned to the Employer within one
year after the disallowance of the deduction; and
(d) The amount of any Employer contribution shall be subject to the
limitations prescribed in Section 5.3.
22. Section 4.4 of the Plan is hereby amended to insert "or" between (i), and
(ii) in the first paragraph.
23. Section 4.6 of the Plan is hereby amended to insert "or" between (i), and
(ii) in the first paragraph.
24. Section 4.6 of the Plan is further amended to add "to the extent required
or permissible" immediately before "forfeited" each time it appears in said
Section.
25. Section 5.2(b) of the Plan is hereby amended to read as follows:
(b) Employer Contributions. The Employer's contribution for each Plan
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Year shall be allocated among the Pre-Tax Contribution Accounts,
Matching Contribution Accounts and Discretionary QNEC Accounts of
those eligible Participants as set forth below:
26. Section 5.3 of the Plan is hereby amended to insert the following phrase
immediately before, "after separation from service" in subsection (i)
immediately following "The compensation limitation referred to above shall not
apply to:".
to be paid to the Participant
27. Section 5.3 of the Plan is hereby amended to add the following new sentence
to the end of the next-to-last paragraph to read as follows:
Effective for Limitation Years beginning after December 31, 1995, any gains
attributable to such excess Pre-Tax Contributions that are so distributed,
that are not also distributed, shall be considered as an Employer
contribution for the Limitation Year in which the excess Pre-Tax
Contributions were made.
28. Section 6.4(c) of the Plan is hereby amended to substitute "6.1" for "6.3"
in the third line.
29. Section 6.4(f) of the Plan is hereby amended to change "Section 416(i)(B)
of the Code" in the sixth line to read, "Section 416(i)(1)(B) of the Code,."
30. Section 6.8(b) of the Plan is hereby amended to substitute "Income" for
Interest" in the third line.
31. Section 6.8(c)(3)(A) of the Plan is hereby amended to insert, "including
any associated taxes or penalties" immediately following "Participant;."
32. Effective August 15, 1991, Section 6.8(a)(2)(C) is hereby amended to read
as follows:
the payment of tuition, related educational fees, and room and board
expenses for the next 12 months of post-secondary education for the
employee, or the Participant's Spouse, children, or dependents (as
defined in Section 152 of the Code);
33. Section 6.9(h) of the Plan is hereby amended to add ,"except as otherwise
may be required by ERISA" at the very end of the paragraph.
34. Section 7.3(c) of the Plan is hereby amended to change the first sentence
to read as follows:
(c) The Trustee may acquire Company Stock from any source, including the
public market, in private transactions, the trustee of The Pep Boys -
Manny, Moe & Jack Flexitrust, or, if the Company agrees, from the Company
(from either treasury shares or authorized but unissued shares). If the
Trustee purchases Common Stock from the Company, the purchase price shall
be the mean between the highest and lowest quoted selling prices of the
Common Stock on the New York Stock Exchange on the date of purchase, except
as provided at subsection (e).
35. Section 7.3(d) of the Plan is hereby amended to add the following to the
end of the second sentence to read "(effective as of March 31, 1995, such
installments shall be liquidated in eight installments, each equal to one-eighth
of the number of shares of Company Stock allocated to his Matching Contribution
Account, as of eight quarterly Valuation Dates next following the Participant's
election)."
36. Section 8.12 of the Plan is hereby amended to insert "of Directors"
immediately following "Board" in the first line of the second paragraph.
37. Section 9.3 of the Plan is hereby amended to insert "or pursuant to a Plan
loan pursuant to Section 6.9" immediately following the word "Code" in the third
line.
38. Section 10.2 of the Plan is hereby amended to substitute the word
"provisions" for "schedule" in the second line.
39. Effective August 15, 1991, Section 12.1 of the Plan is hereby amended to
insert the following new sentence immediately following the first sentence to
read as follows:
A distribution may not be made from the Plan due to the termination of the
Plan if the Employer established or maintains a successor plan, as such
terms are defined in Treas. Reg. Section 1.401(k) -1(d)(3).
40. Article XIII of the Plan is hereby amended to substitute "Top-Heavy" or
"Super Top-Heavy" for "a Top-Heavy Plan" or "a Super Top-Heavy Plan"
respectively, each time it appears.
41. Section 13.2 of the Plan is hereby amended to substitute "Top-Heavy" for
"a Top-Heavy Group" in the second line.
42. Section 13.5(c) of the Plan is hereby amended to substitute "all" for "or"
in the fourth line, "Employer" for "Company" in the last line and to insert,
"and any other affiliated entities (as provided in Section 414(o) of the Code)
" immediately before "of which the Employer is a part." in the last line.
43. Section 13.7 of the Plan is hereby amended to insert, "but limited in
amount under Section 401(a)(17) of the Code" immediately following "Annual
Additions" at the end of the first paragraph.
44. Section 13.7(B) of the Plan is hereby amended to delete "This" immediately
following "(B)".