PEP BOYS MANNY MOE & JACK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh1001.txt
<TEXT>
10/25/94
12/27/94
3/7/96
4/8/96
7/2/97
12/15/97
4/22/98
10/5/98
5/11/00
4/25/01
6/7/02
9/3/02








The Pep Boys
Savings Plan
Table Of Contents

I:           Introduction                                                1
II:          Definitions And Construction                                2
III:         Participation And Service                                  13
IV:          Employer Contributions                                     16
V:           Allocations To Participants' Accounts                      30
VI:          Payment Of Benefits                                        36
VII:         Trust Fund                                                 47
VIII:        Administration                                             51
IX:          Miscellaneous                                              59
X:           Amendments And Action By Employer                          61
XI:          Successor Employer And Merger Or Consolidation Of Plans    63
XII:         Plan Termination                                           64
XIII:        Determination Of Top-Heavy Status                          65
Appendix A                                                               1
Appendix B                                                               2
Appendix C                                                               3


I:  Introduction

    The Pep Boys Savings Plan was established by The Pep Boys - Manny, Moe &
Jack, a Pennsylvania corporation, effective September 1, 1987, for the benefit
of certain of its salaried and hourly employees and its Participating
Employers, and their beneficiaries. It is to be maintained according to the
terms of this instrument. The Committee has the authority to manage the
administration of this Plan. The assets of this Plan are held in trust by the
Trustee in accordance with the terms of the Trust Agreement, which is
considered to be an integral part of this Plan. The Committee shall direct the
Trustee as to the investment of the assets in the Trust Fund in accordance with
the terms of the Plan and Trust.

The Plan is intended to be a discretionary "profit sharing" plan as defined in
Section 401(a)(27) of the Code.

The Plan is hereby amended effective January 1, 1989 to reflect various
provisions of the Tax Reform Act of 1986, as amended, and other legislation
(or such earlier date as required by law). The effective date of any other
changes to the Plan shall be as noted herein.

Effective January 1, 1997 (except as otherwise indicated herein for specified
provisions or as required by law), the Plan is further amended to reflect:

- The Uniformed Services and Reemployment Rights Act of 1994;
- The Uruguay Round Agreement Act ("GATT") of 1994;
- The Small Business and Job Protection Act of 1996;
- The Taxpayer Relief Act of 1997; and
- The Internal Revenue Service Restructuring and Reform Act of 1998.

The rights of those individuals (or their beneficiaries) who terminated
employment prior to the effective date of any changes to the Plan, are
governed by the terms and conditions of the Plan then in effect.

II: Definitions And Construction

2.1     Definitions. The following words and phrases, when used in this Plan,
shall have the following meanings:

Accounts means a Participant's Pre-Tax Contribution Account, Matching
Contribution Account, Discretionary QNEC Account and Rollover Account.

Administrative Delegate means one or more persons or institutions to which the
Committee has delegated certain administration functions pursuant to a written
agreement.

Affiliate means any employer which has not adopted this Plan and is not a
Participating Employer, but which is included as a member with the Employer in
a controlled group of corporations, or which is a trade or business (whether
or not incorporated) included with the Employer in a brother-sister group or
combined group of trades or businesses under common control or which is a
member of an affiliated service group in which the Employer is a member,
determined in each instance in accordance with Sections 414(b), (c), (m) and
(o) of the Code.

Annual Additions means, with respect to each Limitation Year, the total of the
Employer contributions and forfeitures allocated to a Participant's Accounts
pursuant to the provisions of this Plan, plus the total of any Participant
contributions for such Limitation Year, plus amounts described in Sections
415(l)(1) and 419A(d)(2) of the Code, if any. Annual Additions also shall
include any additions to the account of a Participant under any other
qualified defined contribution plan maintained by the Employer or an Affiliate.

For purposes of determining Annual Additions, Compensation for any Limitation
Year shall mean the Compensation paid to a Participant by the Employer and any
Affiliate and shall include a Participant's earned income, wages, salaries, and
fees for professional services and other amounts received for personal services
actually rendered in the course of employment with the Employer or Affiliate
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses), and excluding the following:

(1)     Employer or Affiliate contributions to a plan of deferred compensation
which are not includable in the Employee's gross income for the taxable year in
which contributed, or Employer or Affiliate contributions which are deductible
by the Employee, or any distribution from a plan of deferred compensation;

(2)     Amounts realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture;

(3)     Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and

(4)     Other amounts which receive special tax benefits or contributions made
by the Employer or an Affiliate (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of
the Code (whether or not the amounts are actually excludable from the gross
income of the Employee).

Effective January 1, 1998, amounts described in this paragraph (4) shall not be
excluded from compensation for purposes of Annual Additions.

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.

Board of Directors means the Board of Directors of The Pep Boys - Manny, Moe &
Jack.

Calendar Quarter means the three consecutive month periods beginning each
January 1, April 1, July 1 and October 1.

Code means the Internal Revenue Code of 1986, as it may be amended, and
includes any regulations issued thereunder.

Committee means the individuals appointed under Section 8.1 to administer the
Plan.

Company means The Pep Boys - Manny, Moe & Jack, a corporation organized and
existing under the laws of Pennsylvania, or its predecessor company, its
successor or successors which elect to continue this Plan.

Company Stock means the Company's Common Stock, par value of $1.00 per share.

Company Stock Fund means a fund established by the Company for investment
purposes which is comprised of Company Stock and a small amount of cash.

Compensation means the total of all remuneration paid during a Plan Year to a
Participant by the Employer for personal services, including overtime pay,
bonuses and commissions, as reported to a Participant on Box 1 of Form W-2
(Box 10 prior to 1993) and unless specifically excluded hereunder, Pre-Tax
Contributions, if any, authorized by a Participant under this Plan or salary
reduction contributions under a Code Section 125 cafeteria plan, but excluding
reimbursement for business, travel or entertainment expenses incurred by the
Participant and not reported to the Internal Revenue Service as wages;
excluding the amount of any "opt-out bonus" under the Company's cafeteria
(Code Section 125) plan; and excluding the amount of any fringe benefits
reported to the Internal Revenue Service as wages. A Participant's Compensation
for any Plan Year beginning prior to January 1, 1994, in excess of $200,000
(as adjusted each Plan Year by the Secretary) shall not be taken into account
for any purposesunder the Plan, as required under Section 401(a)(17) of the
Code. Effective January 1, 1994, Compensation for any Plan Year shall not
exceed $150,000 (such amount to be indexed each year by the Secretary). 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.

Notwithstanding any provision in this Plan to the contrary, for purposes of
determining Pre-Tax Contributions and Matching Contributions for a Participant,
Compensation shall include such individual's Compensation beginning with the
first payroll period following satisfaction of the service requirements of
Section 3.1; or the date the Participant elects to authorize Pre-Tax
Contributions to the Plan, if later.

For purposes of Sections 4.4 and 4.6, Compensation shall mean any definition of
compensation permissible under Section 414(s) of the Code and regulations
thereunder for such period as is determined by the Committee in its sole
discretion. The compensation used for this purpose that is paid or made
available for Plan Years beginning on and after January 1, 1998, shall include
elective amounts that are not includible in the gross income of the Participant
by reason of Section 132(f)(4) of the Code.

Direct Rollover means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

Disability 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 a Disability retirement benefit from the Company's Pension
Plan.

Discretionary QNECs means the discretionary qualified nonelective contributions
made by the Employer on a Participant's behalf pursuant to Section 4.1(d).

Discretionary QNEC Account means the account maintained for a Participant to
record his share of Discretionary QNECs under Section 5.2(b)(iii) and
adjustments relating thereto.

Distributee means a Participant or Former Participant. In addition, the
Participant's or Former Participant's Spouse or former Spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are Distributees with regard to the interest of
the Spouse or former Spouse.

Early Retirement Date means separation from service with theEmployer and any
Affiliate on or after attainment of age 55 and completion of five years of
credited service, as defined in the Company's Pension Plan. A Participant is
credited with a year of credited service for each Plan Year in which he
completed 1,000 Hours of Service with the Employer.

Effective Date means September 1, 1987, which is the date on which the
provisions of this Plan became effective.

Eligible Employee means an Employee performing services for the Employer,
including any officer or director who shall so qualify. Notwithstanding the
foregoing, in no event shall an individual be an Eligible Employee if the
individual is a bonafide resident of Puerto Rico within the meaning of the
Puerto Rico Internal Revenue Code of 1994, as amended, as determined by the
Employer.

A Leased Employee shall not be deemed to be an Eligible Employee. Any Employee
whose terms of employment are covered by a collective bargaining agreement that
does not provide for participation in the Plan, shall not be deemed to be an
Eligible Employee.

Eligible Participant means as of each Entry Date, for purposes of Sections 4.5
and 4.6, each Eligible Employee who has met the requirements for participation
in the Plan regardless of whether he has authorized the Employer to make Pre-
Tax Contributions on his behalf to the Plan. For purposes of Section 4.7 and
4.8, Eligible Participant means each Eligible Employee who has met the
requirements for participation in the Plan regardless of whether he has
authorized the Employer to make Pre-Tax Contributions on his behalf to the Plan
and who is otherwise eligible to receive a Matching Contribution in accordance
with Section 4.1(c).

Eligible Retirement Plan means: (i) an individual retirement account described
in Section 408(a) of the Code; (ii) an individual retirement annuity described
in Section 408(b) of the Code; (iii) an annuity plan described in Section
403(a) of the Code; or (iv) a qualified trust described in Section 401(a) of
the Code, that accepts the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the surviving
Spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

Eligible Rollover Distribution means any distribution of all or any portion of
the balance to the credit of the Distributee, but does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the Distributee or the joint lives (or joint life expectancies) of the
Distributee and the Distributee's designated Beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution
is required under Section 401(a)(9) of the Code; the portion of any
distribution that is not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities); the portion of any hardship distribution described in Section
401(k)(2)(B)(i)(IV); and any other distribution that does not qualify as an
Eligible Rollover Distribution as defined in Section 401(a)(31)(C) of the Code.

An Eligible Rollover Distribution shall include an unpaid loan that is offset
against a Participant's total Account balance when he receives a distribution
at Termination of employment in accordance with Section 6.9(h) of the Plan.

Employee means any individual employed by the Employer as a common law
employee, but does not include any individual that the Employer treats as an
independent contractor even if such individual would be classified as an
employee of the Employer under common law.

Employer means the Company and any Participating Employer, which with the
approval of the Board of Directors, has adopted this Plan. The Participating
Employers are listed on Appendix A.

Entry Date means, effective January 1, 1993, the first day of each Calendar
Quarter. Prior to January 1, 1993, the Entry Date was January 1 and July 1 of
each Plan Year.

ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any regulations promulgated thereunder.

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)-1(e)(2) or any successor thereto.

Excess 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(k)-1(f)(2) or any successor thereto.

Family Member means the spouse and lineal ascendants or descendants (and their
spouses) of a Highly Compensated Eligible Participant.

Fiduciary means the Employer, the Board of Directors, the Committee or the
Trustee, but only with respect to the specific responsibilities of each with
respect to Plan and Trust administration.

Former Participant means any former Employee who has credits in his Accounts as
of the close of any Plan Year.

Highly Compensated Eligible Participant means those Eligible Participants who
are Highly Compensated Employees.

Highly Compensated Employee means the individuals described in (a) and (b):

(a)     Employees who were five percent owners, as defined in Section 416(i)(1)
(iii) of the Code, at any time during the determination year or the look-back
year; and

(b)     Employees with compensation greater than $80,000 (as adjusted at the
same time and in the same manner as Section 415(d) of the Code) during the
look-back year.

(c)     For purposes of determining whether an Employee is highly compensated,
the determination year is the Plan Year for which the determination is being
made. The look-back year is the twelve month period preceding the determination
year.

(d)     For purposes of defining Highly Compensated Employee, compensation
means compensation as defined in Section 415(c)(3) of the Code, including
elective contributions. The dollar limits are those for the calendar year in
which the determination or look-back year begins.

(e)     The Plan shall take into account Employees of all companies aggregated
under Sections 414(b), (c), (m) and (o) of the Code, in determining who is
highly compensated. Also, for this purpose, the term "Employee" shall include
Leased Employees.

Hours of Service means:

(a)     Performance of Duties. The actual hours for which an Employee is paid
or entitled to be paid for the performance of duties by the Employer;

(b)     Nonworking Paid Time. Each hour for which an Employee is paid or
entitled to be paid by the Employer on account of a period of time during which
no duties are performed (irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness, incapacity, disability,
layoff, jury duty, military duty or leave of absence; provided, however, no
more than 501 Hours of Service shall be credited to an Employee on account of
any single continuous period during which he performed no duties; and provided
further that no credit shall be given for payments made or due under a plan
maintained solely for the purpose of complying with applicable workmen's or
unemployment compensation or disability insurance laws or for payments which
solely reimburse an Employee for medical or medically related expenses incurred
by the Employee;

(c)     Back Pay. Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer; provided, however,
Hours of Service credited under paragraphs (a), (b) and (c) above shall not be
recredited by operation of this paragraph;

(d)     Equivalencies. With respect to full-time Employees only, the Committee
has adopted the following equivalency method for counting Hours of Service that
are permissible under regulations issued by the Department of Labor: (1) 45
Hours of Service for each week in which an Employee is credited with at least
one Hour of Service. Actual Hours shall be counted for those Employees who are
not employed on a full time basis.  The adoption of any equivalency method for
counting Hours of Service shall be evidenced by a certified resolution of the
Committee, which shall be attached to and made part of the Plan. Such
resolution shall indicate the date from which such equivalency shall be
effective; and

(e)     Miscellaneous. Unless the Committee directs otherwise, the methods of
determining Hours of Service when payments are made for other than the
performance of duties and of crediting such Hours of Service to Plan Years set
forth in Regulations 2530.200b-2(b) and (c) promulgated by the Secretary of
Labor shall be used hereunder and are incorporated by reference into the Plan.

Participants on military leaves of absence who are not directly or indirectly
compensated or entitled to be compensated by the Employer while on such leave
shall be credited with Hours of Service as required by Section 9 of the
Military Selective Service Act.

Notwithstanding any other provision of this Plan to the contrary, an Employee
shall not be credited with Hours of Service more than once with respect to the
same period of time.

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.

Income means the net gain or loss of the Trust Fund from investments, as
reflected by interest payments, dividends, realized and unrealized gains and
losses on securities, other investment transactions and expenses paid from the
Trust Fund. 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.

Investment Manager means an investment adviser, bank or insurance company,
meeting the requirements of Section 3(38) of ERISA appointed by the Company to
manage the Plan's assets in accordance with the Trust Agreement.

Leased Employee means any person who is not an Employee of the Employer and who
provides services to the Employer if:

(a)     such services are provided pursuant to an agreement between the
Employer and any leasing organization;

(b)     such person has performed such services for the Employer (or for the
Employer and Affiliates) on a substantially full-time basis for a period of at
least one year; and

(c)     (prior to January 1, 1997) such services are of a type historically
performed in the business field of the Employer by Employees. Effective
January 1, 1997, such services are performed under primary direction or control
of the Employer.

Notwithstanding the foregoing, a person shall not be deemed to be a Leased
Employee if he is covered by a plan maintained by the leasing organization and
Leased Employees (as determined without regard to this paragraph) do not
comprise more than 20% of the Employer's nonhighly compensated workforce. Such
plan must be a money purchase pension plan providing for nonintegrated employer
contributions of ten percent of compensation and also providing for immediate
participation and vesting.

Limitation Year means the Plan Year.

Matching Contributions means the contributions made by the Employer pursuant to
Section 4.1(c).

Matching Contribution Account means the account maintained for
a Participant to record his share of Matching Contributions under Section
5.2(b)(ii) and adjustments relating thereto.

Normal Retirement Date means the date on which a Participant attains age 65.

Participant means an Eligible Employee participating in the Plan in accordance
with the provisions of Section 3.2.

Participating Employer means any direct or indirect subsidiary of the Company
or any other entity designated by the Board of Directors, which has adopted
this Plan with the approval of the Company, including but not limited to Pep
Boys - Manny, Moe & Jack of Puerto Rico, Inc., but solely for purposes of
allowing Eligible Employees (employees who are not bonafide residents of
Puerto Rico) who are Eligible Participants to participate in the Plan.

Plan means the Pep Boys Savings Plan, as amended from time totime.

Plan Year means the 12 consecutive month period commencing January 1 and ending
December 31; provided that the first Plan Year shall be a short Plan Year from
September 1, 1987 through December 31, 1987.

Pre-Tax Contributions means the contributions made by the Employer on a
Participant's behalf pursuant to Section 4.1(a).

Pre-Tax Contribution Account means the account maintained for a Participant to
record his share of Pre-Tax Contributions under Section 5.2(b)(i) and
adjustments relating thereto.

Retirement means Termination of employment with the Employer at or after Normal
Retirement Date.

Rollover Account means the account maintained for a Participant to record the
amount of contributions he has rolled over to the Plan pursuant to Section 4.9
and adjustments relating thereto.

Spouse (surviving spouse) means the spouse or surviving spouse of the
Participant or Former Participant; provided that a former spouse will 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.

Terminated or Termination means a termination of employment with the Employer
or with an Affiliate for any reason other than a transfer of employment from
the Employer to an Affiliate or from an Affiliate to another Affiliate. A
transfer of employment from the Employer or Affiliate to Pep Boys - Manny,
Moe & Jack of Puerto Rico, Inc. shall not constitute a Termination of
employment.

Trust (or Trust Fund) means the fund known as the "Pep Boys Savings Plan
Trust," maintained by the Trustee in accordance with the terms of the Trust
Agreement, as amended from time to time, which constitutes a part of this Plan.

Trustee or Trustees means any corporation or individuals appointed by the Board
of Directors of the Company to administer the Trust.

Valuation Date means, effective July 1, 1993, the last business day of each
month. Prior to July 1, 1993, Valuation Date means the last business day of
each Calendar Quarter or more frequently as the Trustee shall determine.
Effective October 1, 1998, Valuation Date means any business day that the New
York Stock Exchange is open for business and any other date chosen by the
Committee.

Year of Eligibility Service means a 12 consecutive month period beginning 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.

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.

III:  Participation And Service


3.1     Eligibility to Participate. Any Eligible Employee who was employed by
the Employer on December 31, 1988 shall continue as a Participant as of
January 1, 1989. Each other Eligible Employee shall be eligible to become a
Participant as of the date on which he attains age 21 and is credited with a
Year of Eligibility Service.

3.2     Commencement of Participation. Each Eligible Employee who has satisfied
the requirements of Section 3.1 shall commence participation in the Plan on the
Entry Date coincident with or next following the date he satisfies such
requirement.

Each Eligible Employee who is eligible for participation in the Plan shall
become a Participant by filing the appropriate forms with the Committee, and
shall supply such information as is reasonably necessary for the administration
of this Plan.

Effective October 1, 1998, an Eligible Participant who does not elect to make
Pre-Tax Contributions to the Plan as of the first Entry Date that is coincident
with or next following the date he has met the eligibility requirements of
Section 3.1, may elect to commence to make Pre-Tax Contributions to the Plan,
as soon as practicable following any subsequent payroll period.

3.3     Cessation of Participation. An Eligible Employee shall cease to be a
Participant upon the earliest of: (i) the date on which he retires under the
retirement provisions of the Plan; (ii) the date on which his employment with
the Employer terminates for any reason, including death or Disability; or (iii)
the date on which he ceases to be an Eligible Employee.

3.4     Special Rules for Eligibility Purposes. For purposes of determining an
Eligible Employee's eligibility to participate in the Plan, Hours of Service
shall include an Employee's Hours of Service (i) with an Affiliate after it
became an Affiliate hereunder; (ii) while an Employee, but not an Eligible
Employee, of the Employer or an Affiliate, after it became an Affiliate
hereunder; or (iii) while a Leased Employee of the Employer or an Affiliate.

3.5     Participation and Service upon Reemployment. Upon the reemployment of
any person after the Effective Date who had previously been employed by the
Employer on or after the Effective Date, the following rules shall apply in
determining his participation in the Plan and his Years of Service under
Section 3.4.

If the reemployed Employee was not a Participant in the Plan during his prior
period of employment, he must meet the requirements of Section 3.1 for
participation in the Plan as if he were a new Employee. Any Years of
Eligibility Service in which he was credited with 1,000 Hours of Service during
his prior period of employment shall be reinstated upon his reemployment. If
the reemployed Employee was a Participant during his prior period of
employment, he shall resume participation in the Plan as soon as
administratively practicable following his reemployment by the Employer.

 3.6     Transfers to Affiliates and Change in Status. A Participant's status
as such under the Plan shall be modified upon and after the date as of which a
Participant (i) is transferred to an Affiliate; (ii) becomes a Leased Employee;
(iii) becomes an Employee whose terms of employment are covered by a collective
bargaining agreement that does not provide for participation in this Plan; or
(iv) ceases for any other reason to be an Eligible Employee while still
employed by the Employer.

The Participant shall share in Employer contributions only to the extent of his
Compensation up to the time such transfer or change in status occurs and shall
not thereafter, unless he later is transferred back to the Employer or again
becomes an Eligible Employee and becomes eligible under the terms of the Plan
to share in such allocations. He, however, shall share in Income allocations
pursuant to Section 5.2(a).

3.7     Transfers From Affiliates and Change in Status. Any Employee who
transfers to the Employer from an Affiliate or who becomes an Eligible
Employee eligible for participation in the Plan, shall be eligible to
participate in the Plan and to make Pre-Tax Contributions to the Plan on the
later of the first Entry Date coincident with or next following his
satisfaction of the eligibility requirements of Section 3.1 or as soon as
practicable following the next payroll period that he elects to contribute that
is coincident with or next following his change in status.

The Participant shall share in Employer contributions only to the extent of his
Compensation after such transfer or change in status occurs if he becomes an
Eligible Employee and becomes eligible under the terms of the Plan to share in
such allocations.

IV:  Employer Contributions


4.1     Employer Contributions.

(a)     Pre-Tax Contributions.

(i)     Subject to the limitations of Sections 4.4 and 5.3, each Participant
shall have the option to authorize the Employer, in writing and in accordance
with procedures established by the Committee, to contribute to the Plan for a
Plan Year on his behalf, an amount equal to any whole percentage of his
Compensation from one percent (1%) up to twelve percent (12%) (as determined
without regard to this Section 4.1(a)) for such Plan Year. Effective October 1,
1998, the foregoing limitation of twelve percent (12%) is increased to fifteen
percent (15%). Effective January 1, 2003, the foregoing limitation of fifteen
percent (15%) is increased to fifty percent (50%). Such authorization shall be
in the form of an election by the Participant to have his Compensation reduced
by payroll withholding. Payroll deduction shall commence as soon as practicable
following the Entry Date on which an Eligible Employee becomes a Participant or
the date the Participant elects to make Pre-Tax Contributions to the Plan. Such
withheld amounts are to be transmitted by the Employer to the Trustee as of the
earliest date on which such amounts can reasonably be segregated from the
Employer's general assets. Effective February 3, 1997, such withheld amounts
are to be transmitted by the Employer to the Trustee no later than the date
required by DOL Reg. Section 2510.3-102(b). The amount of such contributions,
together with contributions under Sections 4.1(c) and (d), shall not exceed the
maximum amount allowable as a deduction under the Code for the Plan Year.

(ii)    Notwithstanding the foregoing, the Participant shall be prohibited from
authorizing any Pre-Tax Contributions to be made on his behalf under this Plan
and elective contributions under any other plan, in excess of the applicable
limit under Section 402(g) of the Code in effect for the Plan Year to which
such Pre-Tax Contributions relate. In the event a Participant has made excess
deferrals under the Plan (or, if not, has determined that excess deferrals will
be considered to exist under this Plan), then not later than the first day of
April following the close of the Participant's taxable year, the Participant
may notify the Plan of the amount of the excess deferrals hereunder. The
Participant shall be deemed to have notified the Plan of excess deferrals to
the extent he has excess deferrals for the taxable year calculated by taking
into account only elective deferrals under the Plan and other plans of the
Employer or Affiliate. The Employer may notify the Plan on behalf of the
Participant under these circumstances.

Not later than the first April 15 following the close of the taxable year, the
Plan shall distribute to the Participant the amount designated above,
including any Income allocated thereto. The Income attributable to a
Participant's excess deferral pursuant to this Section 4.1(a)(ii) for the Plan
Year during which such excess deferral arose shall be determined in accordance
with Treas. Reg. 1.402(g)-1(e)(5)(ii). Unless provided for by the Committee,
any Income attributable to a Participant's excess deferrals for the period
between the end of the Plan Year and the date of distribution shall be
disregarded. Excess deferrals to be distributed for a Plan Year shall be
reduced by Excess Contributions previously distributed for the Plan Year
beginning in such taxable year as set forth in Section 4.5. Matching
Contributions allocated by reason of any excess deferral distributed pursuant
to this Section, together with any income allocated thereto for the calendar
year to which the excess deferral relates, shall be forfeited at the time such
distribution is made. For this purpose, however, the excess deferrals that are
returned to the Participant shall be deemed to be first those Pre-Tax
Contributions for which no Matching Contribution was made and second those
Pre-Tax Contributions for which a Matching Contribution was made. Accordingly,
if the Pre-Tax Contributions that are returned to the Participant as excess
deferrals were not matched, no Matching Contributions will be forfeited.

A Participant who has excess deferrals for a taxable year may receive a
corrective distribution of excess deferrals during the same year. This
corrective distribution shall be made only if:

(A)     The Participant designates the distribution as an excess deferral.
The Participant shall be deemed to have designated the distribution to the
extent the Participant has excess deferrals for the taxable year calculated
by taking into account only elective deferrals under the Plan and other plans
of the Employer and Affiliate. The Employer may make the designation on behalf
of the individual under these circumstances.

(B)     The correcting distribution is made after the date on which the Plan
received the excess deferral.

(C)     The Plan designates the distribution as a distribution of excess
deferrals.

The term "excess deferrals" means the excess of an individual's elective
deferrals for any taxable year, as defined in Treas. Reg. 1.402(g)-1(b),
over the applicable limit under Section 402(g)(1) for the taxable year.

Notwithstanding the foregoing, the Committee may further limit a Participant's
right to make Pre-Tax Contributions to the Plan if in the sole judgment and
discretion of the Committee, such limits are necessary to ensure the Plan's
compliance with the requirements of Sections 401(k) and (m) of the Code.

(b)     Change in Amount of Pre-Tax Contributions. Effective as of any Entry
Date, upon written notice to the Committee to be effective as of the full
payroll period following the processing of such notice, each Participant shall
have the option to change the amount of Pre-Tax Contributions he has
authorized the Employer to contribute to the Plan on his behalf pursuant to
Section 4.1(a) in accordance with rules established therefore by the Committee.
Effective October 1, 1998, a Participant may change the amount of Pre-Tax
Contributions he has authorized to have contributed to the Plan on his behalf
as of any subsequent payroll period to be effective as soon as practicable
thereafter. Notwithstanding the foregoing, a Participant may authorize the
Employer to cease making Pre-Tax Contributions on his behalf at any time,
effective as of the next full payroll period following the processing of
written notice to the Committee. A Participant who has ceased making Pre-Tax
Contributions may again authorize Pre-Tax Contributions to be made to the Plan
on his behalf as of any Entry Date upon written notice to the Committee, to be
effective as of the next full payroll following the processing of such notice.
Prior to January 1, 1993, all changes to Pre-Tax Contribution elections (other
than a voluntary suspension of Pre-Tax Contributions) were effective as of any
January 1 or July 1. Effective October 1, 1998, a Participant who has ceased
making Pre-Tax Contributions may again authorize Pre-Tax Contributions to be
made to the Plan on his behalf as of any subsequent payroll period to be
effective as soon as practicable thereafter.

(c)     Matching Contributions. Subject to the limitations of Sections 4.5 and
5.4, the Employer shall contribute for each Plan Year, an amount, if any, to
be determined by the Board of Directors. Unless and until changed by the Board
of Directors, such amount shall be as follows:

The lesser of (i) 50% of the Participant's Pre-Tax Contributions for each
Calendar Quarter in which he contributed; and (ii) three percent (3%) of
the Participant's Compensation for the Calendar Quarter. Effective October 1,
1998, the Employer's contribution shall be equal to the lesser of (i) 50% of
the Participant's Pre-Tax Contributions for the payroll period in which he
contributed; or (ii) three percent (3%) of the Participant's Compensation for
the payroll period. In order to share in the allocation of the Employer's
Matching Contribution, a Participant must be employed by the Employer on the
last day of the Plan Year (or on a leave of absence under the Family and
Medical Leave Act) or have Terminated employment during the Plan Year due to
Normal Retirement, Early Retirement or Disability prior to the last day of the
Plan Year. A Participant who becomes ineligible to participate in the Plan
because the individual transfers employment to an Affiliate or becomes a
bonafide resident of Puerto Rico shall be eligible for an allocation of the
Employer's Matching Contribution, notwithstanding the preceding sentence,
provided that the individual is employed by the Employer or an Affiliate on the
last day of the Plan Year (or on a leave of absence under the Family and
Medical Leave Act). The Matching Contribution shall be made once each Plan
Year, but based on the Pre-Tax Contributions that are made in each Calendar
Quarter by those Participants eligible to share in the allocation of the
Matching Contribution.

The amount of such contributions shall not exceed the maximum amount allowable
as a deduction under the Code for such Plan Year and shall be subject to the
limitations of Section 5.4.

Effective October 1, 1998, the Matching Contribution shall be allocated once
each Plan Year, but based on the Pre-Tax Contributions that are made in each
payroll period by those Participants eligible to share in the allocation of
the Matching Contribution.

(d)     Discretionary QNECs. Subject to the limitations of Sections 4.4 and
5.3, the Employer shall contribute for each Plan Year an amount, if any, as
determined by the Board of Directors on behalf of some or all Participants who
are not Highly Compensated Eligible Participants. The amount of such
contribution, together with contributions under Sections 4.1(a) and (c), shall
not exceed the maximum amount allowable as a deduction under the Code for such
Plan Year. It is intended that this contribution shall constitute a qualified
nonelective contribution within the meaning of Treas. Reg. 1.401(k)-1(g)
(13)(ii) or any successor thereto.

Effective for the Plan Year beginning January 1, 1997, the Employer shall make
an additional contribution to the Plan on behalf of certain Participants who
(i) are not Highly Compensated Employees, (ii) are employed as active hourly
Employees of the Employer at the Los Angeles, Phoenix and Dallas distribution
centers and whose wages are frozen; and (iii) are actively employed by the
Employer on December 31, 1997 (or who are on a leave under the Family and
Medical Leave Act as of such date). The Participants eligible for this
additional contribution are set forth in Appendix B to the Plan.

Effective January 1, 1998, unless and until modified by the Board of Directors,
for each Plan Year the Employer shall make an additional contribution to the
Plan on behalf of Participants who (i) are not Highly Compensated Employees,
(ii) are employed as active hourly Employees of the Employer at the Los
Angeles, Phoenix and Dallas distribution centers; (iii) are actively employed
by the Employer on December 31 of the Plan Year to which such contribution
relates (or who are on a leave under the Family and Medical Leave Act as of
such date); (iv) were ineligible to receive an increase in their hourly rate
of pay for the 1996 calendar year (determined by comparing the hourly rate of
pay in effect on December 31 of the applicable Plan Year to the hourly rate in
effect on January 1 of the applicable Plan Year); and (v) are making Pre-Tax
Contributions to the Plan as of December 31 of the applicable Plan Year to
which the additional contribution relates. Effective December 31, 1998, the
additional contribution authorized to be made on behalf of hourly employees at
the Phoenix location, permanently ceased.

The amount of the additional contribution in shares shall be equal  to $500.00
divided by the average of the mean between the highest and lowest quoted
selling prices of the Company's Common Stock on the New York Stock Exchange for
each day of  the last ten (10) trading days of December of the applicable Plan
Year, rounded to the nearest 1/1000th of a share. The additional contribution
shall be allocated to each eligible Participant's Matching Contribution
Account. Effective October 1, 1998, the additional contribution shall be made
in cash. The amount of the additional contribution to be allocated to each
Eligible Participant's Matching Contribution Account shall be equal to $500.00
in cash, which amount shall be allocated immediately to the purchase of units
on behalf of each such Eligible Participant in the Company Stock Fund.

4.2     Minimum Employer Contributions. Effective January 1, 1998, for each
Plan Year, the Employer shall make contributions to the Plan in the form of
Employer contributions (within the meaning of Section 404 of the Code), in
cash or company stock, at least equal to a specified dollar amount, on behalf
of those individuals who are entitled to an allocation under Section 5.3. Such
amount shall be determined by the Chief Financial Officer of the Company, by
appropriate resolution, on or before the last day of the Employer's taxable
year that ends within such Plan Year.

The Minimum Employer Contribution for a Plan Year shall be paid by the Employer
in cash or company stock in one or more installments without interest. The
Employer shall pay the Minimum Employer Contribution at any time during the
Plan Year, and for purposes of deducting such contribution, shall make the
contribution, not later than the time prescribed by the Code for filing the
Company's income tax return including extensions, for its taxable year that
ends within such Plan Year. Notwithstanding any provision of the Plan to the
contrary, the Minimum Employer Contribution made to the Plan by the Employer
(i) shall not revert to, or be returned to, the Employer and (ii) can be made
whether or not the Employer has current or accumulated profits.

4.3     Time and Manner of Contribution. All Employer contributions shall be
paid directly to the Trustee, and except as provided in Section 4.1(a), a
contribution for any Plan Year shall be made not later than the date prescribed
by law for filing the Employer's federal income tax return, including
extensions, for such Plan Year.

4.4     Conditions on Employer Contributions. To the extent permitted or
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 good
faith 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 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

(c)     The amount of any Employer contribution shall be subject to the
limitations prescribed in Section 5.4.

4.5     Limitations on Pre-Tax Contributions. Effective January 1, 1997, the
amount of Pre-Tax Contributions made in each Plan Year on behalf of all
Eligible Participants under the Plan shall comply with either (a) or (b) and
(c), if applicable, below.

(a)     The average deferral percentage for the Highly Compensated Eligible
Participants for the current Plan Year shall not exceed the average deferral
percentage of all other Eligible Participants for the immediately preceding
Plan Year multiplied by 125%; or

(b)     The average deferral percentage for Highly Compensated Eligible
Participants for the current Plan Year shall not be greater than the average
deferral percentage of all other Eligible Participants for the immediately
preceding Plan Year multiplied by 200% and the excess of the average deferral
percentage for Highly Compensated Eligible Participants for the current Plan
Year over all other Eligible Participants for the immediately preceding Plan
Year shall not exceed two percentage points.

Compliance with (a) and (b) above, shall be determined in accordance with the
rules set forth in Section 401(k)(3) of the Code and Treas. Reg. Section
1.401(k)-1(b), or any successors thereto.

(c)     Notwithstanding the foregoing, if this Section 4.5 and Section 4.7 are
both satisfied by use of the limitation set forth in subsection (b) above, the
average deferral percentages for the Highly Compensated Eligible Participants
and the average contribution percentages for the Highly Compensated Eligible
Participants, as defined in Section 4.7, also must satisfy the aggregate limit
test set forth in Treas. Reg. 1.401(m)-2(b)(3).

Notwithstanding the above, for the Plan Years commencing January 1, 1997, and
January 1, 1998, the Committee has elected in accordance with Section 401(k)
(3)(A) of the Code to determine the foregoing limitations with respect to the
average deferral percentage for all Eligible Participants (other than Highly
Compensated Eligible Participants) based on the current Plan Year as opposed
to the immediately preceding Plan Year. Effective for the Plan Year commencing
January 1, 1999, and for each Plan Year thereafter, until modified by the
Committee, the Committee has elected in accordance with Section 401(k)(3)(A) of
the Code to determine the foregoing limitations with respect to the average
deferral percentage for all Eligible Participants (other than Highly
Compensated Eligible Participants) based on the prior Plan Year as described in
(a) and (b) above.

The average deferral percentage shall equal the sum of the individual deferral
percentages for Participants in the applicable Highly Compensated or Non-Highly
Compensated Eligible Employee category, divided by the total number of Eligible
Employees in such group. The individual deferral percentage shall be equal to
the amount of the Participant's Pre-Tax Contributions for the Plan Year,
divided by his Compensation for such Plan Year. For purposes of computing the
deferral rates, if any Employer or Affiliate maintains any other cash or
deferred arrangement which is aggregated with this Plan for purposes of
applying Section 401(a)(4) or 410(b) of the Code, all such cash or deferred
arrangements shall be treated as one plan. The individual deferral percentage
for any Highly Compensated Employee for the Plan Year who is eligible to have
Pre-Tax Contributions allocated to him under two or more arrangements described
in Section 401(k) of the Code that are maintained by an Employer or its
Affiliates shall be determined as if such Pre-Tax Contributions were made under
a single arrangement.

If the Committee determines, in its sole discretion, with respect to any Plan
Year, that the Plan will (or may) fail (a), (b) or (c) above, the Committee
shall take any action that it deems appropriate, including imposing a uniform
limitation on Pre-Tax Contributions made by Highly Compensated Eligible
Participants, for the Plan to satisfy (a), (b) or (c) above.

If the amount of Pre-Tax Contributions authorized by Highly Compensated
Eligible Participants in a Plan Year would not comply with (a), (b) or (c)
above, then by the last day of the following Plan Year, the Committee may
determine that the Excess Contributions for such Plan Year shall be distributed
to the applicable Highly Compensated Eligible Participants, including any
Income attributable to such Excess Contributions. Pre-Tax Contributions that
are distributed from the Plan shall continue to be treated under Section 415
as Annual Additions for the Participant from whose Account they are
distributed.

The Committee shall determine the amount of the Excess Contributions
attributable to each Highly Compensated Eligible Participant as the amount
(if any) by which the Highly Compensated Eligible Participant's Pre-Tax
Contributions must be reduced for the average deferral percentage to equal the
highest permitted average deferral percentage under the Plan. The highest
permitted average deferral percentage permitted under the Plan shall be
determined by reducing the individual deferral percentage of the Highly
Compensated Eligible Participant with the highest individual deferral
percentage to equal the individual deferral percentage of the Highly
Compensated Eligible Participant with the next highest individual deferral
percentage. If a lesser reduction would permit the Plan to meet the
requirements of (a), (b) or (c) above, such lesser reduction shall be made.
The Committee shall repeat this process until the Plan meets the requirements
of (a), (b) or (c) above.

The Committee shall distribute the amount of the Excess Contributions plus
Income, as determined above, to Highly Compensated Eligible Participants, in
the amount necessary so that the Highly Compensated Eligible Participant who
authorized the highest dollar amount of Pre-Tax Contributions is reduced to
equal the next highest dollar amount of Pre-Tax Contributions (or a lesser
amount if a lesser amount may be distributed in order to comply with (a), (b)
or (c) above) authorized by the Highly Compensated Eligible Participant with
the next highest dollar amount of Pre-Tax Contributions. The foregoing steps
shall be repeated until the total amount of Excess Contributions have been
distributed. Recalculation of the average deferral percentage test following
the distribution of Excess Contributions, shall not be required. Any Matching
Contribution allocable to an Excess Contribution that is returned to the
Participant pursuant to this Section 4.5 shall be forfeited notwithstanding the
provisions of Section 6.3. For this purpose, however, the Excess Contributions
that are returned to the Participant shall be deemed to be first those Pre-Tax
Contributions for which no Matching Contribution was made and second those Pre-
Tax Contributions for which a Matching Contribution was made. Accordingly,
unmatched Pre-Tax Contributions shall be returned as Excess Contributions
before matched Pre-Tax Contributions.

Alternatively, the Committee may take such other actions as may be permissible
under the Code to ensure the Plan's compliance with the requirements of Section
401(k) of the Code, including, without limitation the allocation of the
Employer's contribution to some or all Eligible Participants who are not Highly
Compensated Eligible Participants in accordance with Section 4.1(c).

4.6     Income Attributable to Excess Contributions. The Income attributable to
a Participant's Excess Contributions pursuant to Section 4.5 for the Plan Year
during which such Excess Contributions arose shall be determined in accordance
with Treas. Reg. 1.401(k)-1(f)(4)(ii).

Unless provided for by the Committee, any gain or loss on a Participant's
Excess Contributions for the period between the end of the Plan Year and the
date of distribution shall be disregarded.

4.7     Limitations on Matching Contributions. Effective January 1, 1997, the
amount of Matching Contributions made in each Plan Year on behalf of all
Eligible Participants under the Plan shall comply with either (a) or (b) and
(c), if applicable, below.

(a)     The average contribution percentage for the Highly Compensated Eligible
Participants for the current Plan Year shall not exceed the average
contribution percentage of all other Eligible Participants for the immediately
preceding Plan Year multiplied by 125%; or

(b)     The average contribution percentage for Highly Compensated Eligible
Participants for the current Plan Year shall not be greater than the average
contribution percentage of all other Eligible Participants for the immediately
preceding Plan Year multiplied by 200% and the excess of the average
contribution percentage for Highly Compensated Eligible Participants for the
current Plan Year over all other Eligible Participants for the immediately
preceding Plan Year shall not exceed two percentage points.

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)-1(b), or any successors thereto.

(c)     Notwithstanding the foregoing, if this Section 4.7 and Section 4.5 are
both satisfied by use of the limitation set forth in subsection (b) above, the
average contribution percentages for the Highly Compensated Eligible
Participants and the average deferral percentages for the Highly Compensated
Eligible Participants, as defined in Section 4.5, also must satisfy the
aggregate limit test set forth in Treas. Reg. 1.401(m)-2(b)(3).

Notwithstanding the above, for the Plan Years commencing January 1, 1997, and
January 1, 1998, the Committee has elected in accordance with Section 401(m)
(2)(A) of the Code to determine the foregoing limitations with respect to the
average contribution percentage for all Eligible Participants (other than
Highly Compensated Eligible Participants) based on the current Plan Year as
opposed to the immediately preceding Plan Year. Effective for the Plan Year
commencing January 1, 1999, and for each Plan Year thereafter, until modified
by the Committee, the Committee has elected in accordance with Section 401(m)
(2)(A) of the Code to determine the foregoing limitations with respect to the
average contribution percentage for all Eligible Participants (other than
Highly Compensated Eligible Participants) based on the prior Plan Year as
described in (a) and (b) above.

The average contribution percentage shall equal the sum of the individual
contribution percentages for Participants in the applicable Highly Compensated
or Non-Highly Compensated Eligible Employee category, divided by the total
number of Eligible Employees in such group. The individual contribution
percentage shall be equal to the amount of the Participant's Matching
Contributions for the Plan Year, divided by his Compensation for such Plan
Year. For purposes of computing the contribution rates, if any Employer or
Affiliate maintains any other cash or deferred arrangement which is aggregated
with this Plan for purposes of applying Section 401(a)(4) or 410(b) of the
Code, all such cash or deferred arrangements shall be treated as one plan. The
individual contribution percentage for any Highly Compensated Employee for the
Plan Year who is eligible to have Matching Contributions and Pre-Tax
Contributions allocated to him under two or more arrangements described in
Sections 401(a) or 401(m) of the Code that are maintained by the Employer or
its Affiliates shall be determined as if such contributions were made under a
single arrangement.

If the Committee determines, in its sole discretion, with respect to any Plan
Year, that the Plan will (or may) fail (a), (b) or (c) above, the Committee
shall take any action that it deems appropriate for the Plan to satisfy (a),
(b) or (c) above.

If the amount of Matching Contributions made on behalf of Highly Compensated
Eligible Participants in a Plan Year would not comply with (a), (b) or (c)
above, then by the last day of the following Plan Year, the Committee may
determine that the Excess Aggregate Contributions for such Plan Year shall be
distributed (or forfeited, if otherwise not vested) to the applicable Highly
Compensated Eligible Participants, including any Income attributable to such
Excess Aggregate Contributions. Excess Aggregate Contributions that are
distributed are treated as Annual Additions under Section 415 of the Code.
Forfeited Matching Contributions that are reallocated to the Accounts of other
Participants for the Plan Year in which the forfeiture occurs are treated
under Section 415 as Annual Additions for the Participant to whose Accounts
they are reallocated and for the Participant from whose Accounts they are
forfeited.

The Committee shall determine the amount of the Excess Aggregate Contributions
attributable to each Highly Compensated Eligible Participant as the amount
(if any) by which the Highly Compensated Eligible Participant's Matching
Contributions must be reduced for the average contribution percentage to equal
the highest permitted average contribution percentage under the Plan. The
highest permitted average contribution percentage permitted under the Plan
shall be determined by reducing the individual contribution percentage of the
Highly Compensated Eligible Participant with the highest individual
contribution percentage to equal the individual contribution percentage of the
Highly Compensated Eligible Participant with the next highest individual
contribution percentage. If a lesser reduction would permit the Plan to meet
the requirements of (a), (b) or (c) above, such lesser reduction shall be made.
The Committee shall repeat this process until the Plan meets the requirements
of (a), (b) or (c) above.

The Committee shall distribute (or cause to be forfeited if otherwise not
vested) the amount of the Excess Aggregate Contributions plus Income, as
determined above, to Highly Compensated Eligible Participants, in the amount
necessary so that the Highly Compensated Eligible Participant who received
the highest dollar amount of Matching Contributions is reduced to equal the
next highest dollar amount of Matching Contributions (or a lesser amount if a
lesser amount may be distributed in order to comply with (a), (b) or (c) above)
received by the Highly Compensated Eligible Participant with the next highest
dollar amount of Matching Contributions. The foregoing steps shall be repeated
until the total amount of Excess Aggregate Contributions have been distributed.
Recalculation of the average contribution percentage test following the
distribution of Excess Aggregate Contributions, shall not be required.

Alternatively, the Committee may take such other actions as may be permissible
under the Code to ensure the Plan's compliance with the requirements of Section
401(m) of the Code, including, without limitation the allocation of the
Employer's Discretionary QNEC to some or all Eligible Participants who are not
Highly Compensated Eligible Participants in accordance with Section 4.1(d).

4.8     Income Attributable to Excess Aggregate Contributions. The Income
attributable to a Participant's Excess Aggregate Contributions pursuant to
Section 4.7 for the Plan Year during which such Excess Aggregate Contributions
arose shall be determined in accordance with Treas. Reg. 1.401(m)-1(e)(3)(ii).

Unless provided for by the Committee, any gain or loss on a Participant's
Excess Aggregate Contributions for the period between the end of the Plan Year
and the date of distribution shall be disregarded.

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)-1(b)(5) and 1.401(m)-1(b)(5).
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.

4.10    Rollovers. A Participant or an Eligible Employee, with the prior
discretionary approval of the Committee, may transfer, or have transferred to
the Trust any property which has been distributed to him whether such amount
is (i) transferred directly from the Trust of another plan that is qualified
under Section 401(a) of the Code, as an eligible rollover distribution to this
Plan; (ii) transferred by the Participant after his receipt of such amount
from a plan qualified under Section 401(a) of the Code; or (iii) transferred
from a "conduit" Individual Retirement Account established by the Participant
upon his receipt of such amount from a plan qualified under Section 401(a) of
the Code; provided, however, that such amount qualifies as a rollover amount
as defined by the Code at the time of the transfer.

The amount of cash or the fair market value of any other property transferred
to the Trust pursuant to this Section 4.10 shall be credited to the
Participant's Rollover Account as of the Valuation Date next following such
transfer to the Trust and shall be nonforfeitable at all times.

4.11    Rollovers from the Plan. Notwithstanding any provision of the Plan to
the contrary, effective January 1, 1993, a Distributee may elect, at the time
and in the manner prescribed by the Committee, to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan,
specified by the Distributee, in a Direct Rollover. Each Eligible Rollover
Distribution shall be made payable to the Eligible Retirement Plan and
delivered to the Distributee or paid directly to the Eligible Retirement Plan.

4.12    In Writing Requirement. Notwithstanding any provision in this Plan to
the contrary, salary reduction agreements and cancellations or amendments
thereto, investment elections, changes or transfers, loans, withdrawal
decisions, and any other decision or election by a Participant (or Beneficiary)
under this Plan may be accomplished by electronic or telephonic means which are
not otherwise prohibited by law and which are in accordance with procedures
and/or systems approved or arranged by the Committee or its delegates.

4.13    Military Service. Notwithstanding any provision of this Plan to the
contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to qualified military service shall be provided in
accordance with Section 414(u) of the Code.


V:  Allocations To Participants' Accounts


5.1     Individual Accounts. The Committee shall create and maintain adequate
records to disclose the interest in the Trust of each Participant, Former
Participant and Beneficiary. Such records shall be in the form of individual
Accounts and credits, and charges shall be made to such Accounts in the manner
herein described. While such Accounts shall distinguish between Matching
Contributions and adjustments thereto and Pre-Tax Contributions and adjustments
thereto and Discretionary QNECs and adjustments thereto, there shall be one
Account maintained for each Participant reflecting the Matching Contributions,
Pre-Tax Contributions and Discretionary QNECs made to the Plan by or on behalf
of each Participant. There also shall be maintained one Account for each
Participant reflecting his Rollover Account, if any. The maintenance of
individual Accounts is for accounting purposes only, and a segregation of the
assets of the Trust Fund with respect to each Account shall not be required.

5.2     Account Adjustments. The Accounts of Participants, Former Participants
and Beneficiaries shall be adjusted in accordance with the following:

(a)     Income. The Income of the Trust Fund shall be allocated as of each
Valuation Date to the Accounts of Participants, Former Participants and
Beneficiaries who have unpaid balances in their Accounts on a Valuation Date in
proportion to the balances in such Accounts immediately after the next
preceding Valuation Date, but after (i) first reducing each such Account by
100% of any distributions, loans or withdrawals from such Accounts during
the interim period; and (ii) increased by fifty percent (50%) of Pre-Tax
Contributions, rollover contributions and loan repayments that are made after
the last Valuation Date and during the month that includes the subsequent
Valuation Date.

For purposes of this subsection, to the extent that the Participant has
directed the management of his Account(s) pursuant to Section 7.2, or taken a
loan from his Account(s) pursuant to Section 6.9, then, to such extent, the
Income with respect to his Accounts shall be separately determined by
reference to such investments. Otherwise, all valuations hereunder shall be
based on the fair market value of the assets in the Trust Fund on the
Valuation Date.

Effective October 1, 1998, the Accounts of Participants, Former Participants
and Beneficiaries shall be adjusted in accordance with the procedures that are
set forth in Appendix C to the Plan, attached hereto.

The Committee may, for administrative purposes, establish unit values for one
or more investment fund(s) (or any portion thereof) and maintain the accounts
setting forth each Participant's interest in such investment fund(s) (or any
portion thereof) in terms of such units, all in accordance with such rules
and procedures as the Committee shall deem to be fair, equitable and
administratively practicable. In the event that unit accounting is thus
established for any investment fund (or any portion thereof) the value of a
Participant's interest in that investment fund (or any portion thereof) at any
time shall be an amount equal to the then value of a unit in such investment
fund (or any portion thereof) multiplied by the number of units then credited
to the Participant.

(b)     Employer Contributions. The Employer's contribution for each Plan 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:

(i)     Pre-Tax Contributions. The Employer's Pre-Tax Contribution for the Plan
Year made pursuant to Section 4.1(a) shall be credited directly to the Pre-Tax
Contribution Account of each Participant who authorized a Pre-Tax Contribution.

(ii)    Matching Contributions. The Employer's Matching Contribution for the
Plan Year made pursuant to Section 4.1(c) shall be allocated to the Matching
Contribution Accounts of those Participants described in Section 4.1(c).

(iii)   Discretionary QNECs. The Employer's Discretionary QNEC for the Plan
Year made pursuant to Section 4.1(d), shall be credited directly to the
Discretionary QNEC Accounts of some or all Eligible Participants who are not
Highly Compensated Eligible Participants as of the last day of the Plan Year
and who are designated to receive an allocation of such contribution.

(c)     Deemed Date of Allocation. All credits or deductions made under this
Article to Participants' Accounts shall be deemed to have been made no later
than the last day of the Plan Year though actually determined thereafter.

5.3     Allocation of Minimum Employer Contributions. The Minimum Employer
Contribution for the Plan Year shall be allocated as follows:

(a)     First, the Minimum Employer Contribution for the Plan Year shall be
allocated during the Plan Year to each individual who is an Eligible
Participant on the first day of the Plan Year as Pre-Tax Contributions
pursuant to Section 4.1(a) and as Matching Contributions pursuant to
Section 4.1(c). These allocations shall be made to each such Participant's
Pre-Tax Contribution Account and Matching Contribution Account, respectively.

(b)     Second, the balance of the Minimum Employer Contribution remaining
after the allocation in Section 5.3(a) shall be allocated to the Matching
Contribution Account of each individual who is not a Highly Compensated
Employee (as defined in Section 2.1 of the Plan) and who is an Eligible
Participant on the first day of the Plan Year and is employed on the last day
of the Plan Year (or who is on a leave of absence under the Family and Medical
Leave Act), in the ratio that such Eligible Participant's Pre-Tax Contributions
during the Plan Year bears to the Pre-Tax Contributions of all such Eligible
Participants during the Plan Year.

(c)     Third, notwithstanding Section 5.4 of the Plan, if the total
contributions allocated to a Participant's Accounts including the Minimum
Employer Contribution exceeds the Participant's maximum Annual Addition limit
for any Plan Year, then such excess shall be held in a suspense account. Such
amounts shall be used to reduce Employer contributions in the next, and
succeeding, Plan Years.

(d)     Fourth, the balance of the Minimum Employer Contribution remaining
after the allocation under Section 5.3(a), (b) and (c) shall be allocated as
a nonelective contribution to each individual who is not a Highly Compensated
Employee (as defined in Section 2.1 of the Plan) and who is an Eligible
Participant on the first day of the Plan Year, in the ratio that such Eligible
Participant's Compensation for the Plan Year bears to the Compensation for the
Plan Year of all such Eligible Participants. Contributions made pursuant to
this subsection 5.3(d) shall be allocated to the Eligible Participant's
Matching Contribution Account and are distributable only in accordance with the
distribution provisions of the Plan applicable to Matching Contributions.
Contributions made pursuant to this subsection shall be vested at all times.
Such contribution shall be invested in the Trust Fund in the manner designated
by the Eligible Participant. Notwithstanding the definition of Participant in
Section 2.1 of the Plan, an individual who receives an allocation of a
contribution pursuant to this subsection shall be treated as a Participant for
all purposes of the Plan with respect to such contribution.

(e)     Each installment of the Minimum Employer Contribution shall be held in
a contribution suspense account unless, or until, allocated on or before the
end of the Plan Year in accordance with this Section 5.3. Such suspense account
shall not participate in the allocation of investment gains, losses, income and
deductions of the Trust Fund as a whole, but shall be invested separately and
all gains, losses, income and deductions attributable to such investment shall
be applied, to the extent the Plan pays Plan expenses, to reduce Plan expenses,
and thereafter, to reduce Employer contributions.

(f)     The Minimum Employer Contribution allocated to the Matching
Contribution Account of an Eligible Participant pursuant to Section 5.3(b)
shall be treated in the same manner as Matching Contributions for all
purposes of the Plan.

(g)     Notwithstanding any of the foregoing provisions to the contrary, any
allocation of Pre-Tax Contributions shall be made under either
Section 5.2(b)(i) or this Section 5.3, but not both Sections. Similarly, any
allocation of a Matching Contribution shall be made under either
Section 5.2(b)(ii) or this Section 5.3, as appropriate, but not both Sections.

5.4     Maximum Annual Additions. The maximum Annual Additions that may be
contributed or allocated to a Participant's Accounts under the Plan for any
Limitation Year shall not exceed the lesser of:

(i)     $35,000, as indexed for increases in the cost-of-living in accordance
with Section 415(d) of the Code, or

(ii)    25 percent of the Participant's compensation, within the meaning of
Section 415(c)(3) of the Code, for the Limitation Year.
For Limitation Years beginning on and after January 1, 1998, for purposes of
applying the limitations described in this Section 5.4, compensation paid or
made available during such Limitation Years shall include elective amounts that
are not includible in the gross income of the Participant by reason of Section
132(f)(4) of the Code.

The compensation limitation referred to shall not apply to:

(i)     Any contribution for medical benefits (within the meaning of Section
419A(f)(2) of the Code) to be paid to the Participant after separation from
service which is otherwise treated as Annual Additions, or

(ii)    Any amount otherwise treated as Annual Additions under Section
415(l)(1) of the Code.

If the total Annual Additions on behalf of a Participant for a Limitation Year
would exceed the limitations described herein as a result of a reasonable error
in determining the amount of Pre-Tax Contributions that a Participant may make
to comply with this Section 5.4, as a result of the allocation of forfeitures
or as a result of a reasonable error in estimating a Participant's Compensation
for purposes of this Section, such excess Pre-Tax Contributions may be
distributed to the Participant to the extent that such distribution would
reduce the excess Annual Additions as permitted under Section 415 of the Code.
Any Pre-Tax Contributions so distributed shall be deemed first to consist of
Pre-Tax Contributions for which no corresponding Matching Contributions were
made; and second from Pre-Tax Contributions for which Matching Contributions
were made. If Pre-Tax Contributions are distributed, then such amounts shall be
disregarded under Section 4.5, 4.6, 4.7 and 4.8 and for purposes of the
limitations of Section 402(g) of the Code. 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. Any Matching Contributions
attributable to Pre-Tax Contributions that are distributed herein shall be held
unallocated in a suspense account.

If the total Annual Additions on behalf of a Participant for a Limitation Year
would still exceed the limitations described herein after distribution of
excess Pre-Tax Contributions above, the excess amounts in the Participant's
Accounts shall be held unallocated in a suspense account for the Limitation
Year and allocated and reallocated in the next Limitation Year to all
Participants in the Plan. Such excess amounts must be used to reduce Employer
Contributions for the next Limitation Year (and succeeding Limitation Years,
as necessary) for all of the Participants in the Plan or applied to the payment
of Plan expenses. However, if the allocation or reallocation of the excess
amounts pursuant to the provisions of the Plan causes the limitations of
Section 415 to be exceeded with respect to a Participant for the Limitation
Year, then these amounts shall be held unallocated in a suspense account.

If a suspense account is in existence at any time during a particular
Limitation Year, other than the Limitation Year described in the preceding
sentence, all amounts in the suspense account must be allocated and
reallocated to Participants' Accounts (subject to the limitations of
Section 415) before any Employer contributions which would constitute Annual
Additions may be made to the Plan for that Limitation Year.

5.5     Defined Contribution and Defined Benefit Plans. Notwithstanding any
other provision of the Plan to the contrary, for Limitation Years beginning
prior to January 1, 2000, the total Annual Additions on behalf of a Participant
for any Limitation Year shall not cause the sum of that Participant's defined
contribution plan fraction and defined benefit plan fraction (as those terms
are defined in Section 415 of the Code and regulations thereunder) to
exceed 1.0. If the sum of such fractions would exceed 1.0 for any Limitation
Year, the excess amount will be eliminated first by making appropriate
adjustments under any defined benefit plan maintained by the Employer and then
under this Plan.

5.6     No Rights Created by Allocation. Any allocation made and credited to
the Account of a Participant, Former Participant or Beneficiary under this
Article shall not cause such Participant, Former Participant or Beneficiary to
have any right, title or interest in or to any assets of the Trust Fund except
at the time or times, and under the terms and conditions, expressly provided in
this Plan.

VI:  Payment Of Benefits


6.1     Normal Retirement or Termination. If a Participant's employment is
Terminated by reason of his Normal Retirement or Termination, 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.

6.2     Death. In the event that the Termination of employment of a Participant
is caused by his death, or in the event that a Participant or Former
Participant who is entitled to receive distributions pursuant to Section 6.1
dies prior to receiving the full amount of such distributions, the entire
amount credited to his Accounts shall be paid to his Beneficiary in the manner
and at the time provided in Sections 6.4 and 6.5.

6.3     Vesting. A Participant shall be fully vested at all times in his
Accounts.

6.4     Time of Payment of Benefits.

(a)     A distribution to a Participant of his Accounts on account of
Retirement pursuant to Section 6.1 on or after Normal Retirement Date shall be
made as soon as practicable following the Valuation Date coincident with or
next following such Retirement after receipt by the Committee of the
applicable forms.

(b)     Distribution of a Participant's or Former Participant's Accounts,
payable on account of the death of a Participant or Former Participant pursuant
to Section 6.2, shall be distributed as follows:

(1)     In the case of a Participant's death prior to commencement of his
benefits in a single lump sum payment, as soon as practicable following such
death, but no later than December 31 of the year in which occurs the fifth
anniversary of the Participant's or Former Participant's death, (but no earlier
than the Valuation Date coincident with or next following his date of death).

(2)     Notwithstanding subsection (1) above, in the case of a Participant's or
Former Participant's death prior to commencement of his benefits, if such
Participant's Beneficiary is his Spouse, then such distribution shall not be
required to begin prior to the date on which the Participant or Former
Participant would have attained age 70 1/2, had he lived. At such time,
distribution must be made in the form provided for in Section 6.5. Prior to the
date on which the Participant or Former Participant would have attained age
70 1/2, the Spouse may elect to receive the Participant's or Former
Participant's Accounts, upon written notice to the Committee in a lump sum.

(3)     Any amount payable to a child pursuant to the death of a Participant or
Former Participant shall be treated as if it were payable to the Participant's
or Former Participant's Spouse if such amount would become payable to the
Spouse upon such child reaching majority (or other designated event permitted
by regulations).

(c)     Subject to subsection (e) of this Section 6.4, a distribution to a
Participant of his Accounts, payable on account of other Termination of
employment pursuant to Section 6.1, shall be made as soon as practicable
following the Valuation Date coincident with or next following such Termination
after receipt by the Committee of the applicable forms. In the case of a
distribution of a Participant's Accounts that does not exceed $3,500, if the
Participant fails to complete all forms or applications needed to properly
process the distribution pursuant to rules set by the Committee, then the
distribution shall be automatically made as soon as administratively feasible
after the first day of the Calendar Quarter that is coincident with or next
follows the date that is 90 days following the event giving rise to the
distribution. If the Participant's Accounts exceed $3,500, distribution of
benefits shall not commence unless the Participant consents to such
distribution in writing.

Effective with respect to any Participant whose employment Terminates on or
after January 1, 1998, the foregoing references to $3,500 shall be increased
to $5,000.

(d)     If the vested percentage of a Participant's Accounts exceed $3,500
(determined at the time of any distribution) a distribution from a
Participant's Accounts may not be made prior to a Participant's Normal
Retirement Date (other than as a result of death) without obtaining the
Participant's consent, at such time and in such manner as may be required by
the Code and applicable regulations thereunder, to such distribution being
made prior to his Normal Retirement Date. If the Former Participant does not
consent to such distribution, benefits shall remain in the Trust Fund and shall
continue to receive Income allocations pursuant to Section 5.2(a) and shall not
be distributed to the Participant (or his Beneficiary) until his attainment of
age 70 1/2 or the Valuation Date coincident with or next following his death,
if sooner. Prior to the date on which the Former Participant attains age 70 1/2,
the Former Participant may elect to receive all of his Accounts upon written
notice to the Committee in a single lump sum. Effective with respect to any
Participant whose employment Terminates on or after January 1, 1998, the
foregoing references to $3,500 shall be increased to $5,000.

(e)     Notwithstanding any other provision of this Plan to the contrary,
unless the Participant or Former Participant elects otherwise, payment of
benefits under this Plan shall commence not later than sixty (60) days after
the close of the Plan Year in which the latest of the following events occurs:
(a) the Participant or Former Participant attains age 65; (b) the tenth (10th)
anniversary of the Plan Year in which the Participant or Former Participant
commenced participation in the Plan; or (c) the Termination of the
Participant's service with the Employer.

(f)     Distribution to a Participant who continues to be employed by the
Employer following his attainment of age 70 1/2 of his Accounts must commence
no later than April 1 of the calendar year following the calendar year in which
the Participant or Former Participant attains age 70 1/2. The foregoing shall
not apply to any Participant who (i) has attained age 70 1/2 before January 1,
1988 and (ii) is not a five percent (5%) owner of the Employer, as defined in
Section 416(i)(1)(B) of the Code at any time during the Plan Year ending with
or within the calendar year in which he attains age 66 1/2 and any subsequent
Plan Year.

Effective January 1, 1997, distribution of his Accounts to a Participant who is
not a five percent (5%) owner of the Employer as defined in
Section 416(i)(1)(B) with respect to the Plan Year ending in the calendar year
in which he attains age 70 1/2, who continues to be employed by the Employer
following attainment of age 70 1/2, must commence no later than April 1 of the
calendar year following the calendar year in which the Participant retires.

Distribution to a five percent owner, as described in the preceding sentence,
or to a Terminated Participant, must continue to commence no later than
April 1 of the calendar year following the calendar year in which he attained
age 70 1/2.

(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.

(h)     Effective September 1, 1994, the value of Company Stock or the value of
other investment funds shall be determined as of a date that is as close as
administratively feasible to the date on which payment is made. Payments shall
be made as soon as practicable following the Valuation Date coincident with or
next following the distributable event if the necessary paperwork is returned.
Prior to September 1, 1994, the Account value for distribution was determined
as of the end of the preceding Calendar Quarter coincident with or next
following the distributable event. Effective October 1, 1998, the value of
Company Stock or the value of other investment funds shall be determined as of
the Valuation Date that the payment is processed.

6.5     Mode of Payment of Benefits. Any amount to which a Participant, Former
Participant or Beneficiary shall become entitled to hereunder shall be
distributed to him in a lump sum.

All distributions pursuant to this Section shall be made in cash, securities or
other property as the Committee in its sole and absolute discretion may
determine, to the extent permitted by the Code and regulations thereunder.

All distributions shall be made in a lump sum.

All distributions shall satisfy the incidental death limitations of Section
401(a)(9)(G) of the Code, including the minimum distribution incidental benefit
requirement and the pre-retirement incidental benefit requirement as set forth
in Treas. Reg. Section 1.401-1(b)(ii).

6.6     Designation of Beneficiary. Each Participant or Former Participant
(or beneficiary thereof) from time to time may designate any person or persons
(who may be designated contingently or successively and who may be an entity
other than a natural person) as his Beneficiary or Beneficiaries to whom his
Plan benefits are to be paid if he dies before receipt of all such benefits.
Each Beneficiary designation shall be made on a form prescribed by the
Committee and will be effective only when filed with it during the
Participant's or Former Participant's lifetime. Each Beneficiary designation
filed with the Committee will cancel all Beneficiary designations previously
filed with it by that Participant or Former Participant. The revocation of a
Beneficiary designation, no matter how effected, shall not require the consent
of any designated Beneficiary.

If any Participant or Former Participant fails to designate a Beneficiary in
the manner provided above, or if the Beneficiary designated dies before such
Participant's or Former Participant's death or before complete distribution of
the Participant's or Former Participant's benefits, such Participant's or
Former Participant's benefits shall be paid in the following order of priority:
first, to the Participant's or Former Participant's surviving spouse, if any;
second, to the Participant's or Former Participant's surviving children,
if any, in equal shares; third, to the estate of the last to die of such
Participant or Former Participant and his Beneficiary or Beneficiaries.

Notwithstanding the foregoing, the surviving spouse of a Participant or Former
Participant shall be deemed to be the Participant's or Former Participant's
designated Beneficiary, and shall be entitled to receive any distribution on
account of the Participant's or Former Participant's death in a lump sum,
unless the Participant or Former Participant designates a Beneficiary other
than the surviving spouse and such surviving spouse consents irrevocably in
writing to the designation of such alternate Beneficiary and the Spouse's
consent acknowledges the effect of such designation and is witnessed by a
notary public or a member of the Committee. The requirements of this paragraph
may be waived if it is established to the satisfaction of the Committee that
the consent may not be obtained because there is no Spouse or because the
Spouse cannot be located or because of such other circumstances as may be
prescribed by regulation.

6.7     Information Required from Beneficiary. If at, after or during the time
when a benefit is payable to any Beneficiary, the Committee upon request of
the Trustee or at its own instance, delivers by registered or certified mail to
the Beneficiary at the Beneficiary's last known address a written demand for
his then address, or for satisfactory evidence of his continued life, or both,
and, if the Beneficiary fails to furnish the information to the Committee
within three years from the mailing of the demand, then the Committee shall
distribute to the party next entitled thereto under Section 6.7 above as if the
Beneficiary were then deceased.

6.8     In-Service Withdrawals:

(a)     Non-Hardship.

(1)     A Participant or Eligible Employee may elect to withdraw an amount
equal to all or any part of his interest in his Rollover Account, including
earnings, for any reason,

(2)     Upon attainment of age 59 1/2, a Participant may elect to withdraw an
amount equal to all or any portion of his interest in his Pre-Tax Contribution
Account including earnings, for any reason, and

(3)     Upon attainment of age 70 1/2, a Participant may also elect to withdraw
an amount equal to all or any portion of his interest in his Matching
Contribution Account including earnings, for any reason.

(b)     Hardship. On account of financial hardship, as defined below, a
Participant may make a withdrawal from his Pre-Tax Contribution Account
attributable to all of his Pre-Tax Contributions (as of the last completed
valuation) and Income allocated as of December 31, 1988 to his Pre-Tax
Contribution Account.

(c)     Procedures:

(1)     The amount available for withdrawal shall be based on the most recently
completed monthly valuation and shall be withdrawn on a prorata basis from the
investment funds in which the underlying contributions are invested. (Prior to
September 1, 1994 the amount available for withdrawal was determined as of the
last completed quarterly valuation).

The amount charged against a Participant's Pre-Tax Contribution Account and/or
Rollover Account shall be based on the value of Company Stock or value of other
investment funds determined as of a date as close as administratively feasible
to the date of payment (prior to September 1, 1994, as of the end of the
preceding Calendar Quarter). Effective October 1, 1998, the amount available
shall be determined as of the Valuation Date that the withdrawal is processed.

(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 Section 152 of the Code), or expenses necessary for these
individuals to obtain medical care described in Section 213(d) of the Code, as
long as such expenses are ineligible for reimbursement under any health care
plans;

(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 employee,
or the Participant's Spouse, children, or dependents (as defined in Section
152 of the Code); or

(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.

(3)     If the following criteria are met, the Participant will be deemed to
have a financial need for a hardship withdrawal to be made:

(A)     the distribution is not in excess of the amount of the immediate and
heavy financial need of the Participant including any associated taxes or
penalties; and

(B)     the Participant has obtained all distributions, other than hardship
distributions, and all nontaxable loans currently available under all plans
maintained by the Employer or any Affiliate.

(4)     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)(2)(iv)(B)(4)), during the twelve calendar months
immediately following the effective date of such hardship withdrawal. A
Participant may reenroll in the Plan as of the next Entry Date following the
suspension period. Effective October 1, 1998, a Participant may reenroll in
the Plan as soon as practicable following the suspension period. In addition,
the Participant may not make any Pre-Tax Contributions to the Plan for the
Participant's taxable year immediately following the taxable year of the
hardship withdrawal, in excess of the applicable limit under Section 402(g)
of the Code for such next taxable year less the amount of such Participant's
Pre-Tax Contributions for the taxable year of the hardship distribution. A
similar suspension shall apply if any Participant receives a hardship
withdrawal under any other tax-qualified plan maintained by the Employer or any
Affiliate in respect of which such a suspension penalty applies. Suspension of
a Participant's eligibility to make Pre-Tax Contributions under this Plan shall
have no effect on the Participant's right to receive Matching Contributions
with respect to Pre-Tax Contributions made before or after the suspension
period.

6.9     Loans to Participants. The Committee may direct the Trustee to lend a
Participant or an Eligible Employee an amount not in excess of the lesser of
(i) 50% of his vested Accounts, determined as of the most recently completed
monthly valuation which as of October 1, 1998 shall be determined as of any
Valuation Date (prior to October 1, 1998, the amount was determined as of the
most recently completed Valuation); or (ii) $50,000 (reduced by the excess, if
any, of the highest outstanding balances of all other loans from the Plan
during the one-year period ending on the day before the loan was made over the
outstanding balance of loans from the Plan on the date on which such loan was
made). Notwithstanding the preceding sentence, the actual amount available for
the loan to a Participant shall be 95% of the amount determined in accordance
with the preceding sentence as of the Valuation Date that the Participant
applied for the loan. A Participant may have only one loan outstanding at any
time. Effective October 1, 1998, a Participant may have two loans outstanding
at any time. Subject to the rules of the Committee set forth below, the
Trustee, upon application by a Participant, may make a loan to such Participant
for any reason. In addition to such rules as the Committee may adopt, all loans
shall comply with the following terms and conditions:

(a)     An application by a Participant for a loan from the Plan shall be made
in writing to the Committee (on a form prescribed by it) whose action thereon
shall be final.

(b)     The period of repayment for any loan shall be arrived at by mutual
agreement between the Committee and the borrower, but such period in no event
shall exceed five years. Effective October 1, 1998, a Participant may have a
loan for up to 30 years to purchase a dwelling unit which shall be used as the
Participant's principal residence. Repayment of interest and principal shall
commence at the discretion of the Committee, but in no event later than the
first day of the third month commencing after the loan was received by the
Participant. Repayment of interest and principal shall be according to a
substantially level amortization schedule of payments. Payment of interest and
principal shall be by payroll deduction. After 26 bi-weekly repayments are
made, a Participant may elect to prepay the remaining balance of his loan in
one lump sum payment. Effective October 1, 1998, a Participant may elect to
prepay the balance of his loan at any time regardless of the number of
repayments made.

(c)     Each loan shall be made against collateral being the assignment of the
borrower's right, title and interest in and to the Trust Fund to the extent of
the borrowed amount supported by the borrower's collateral promissory note for
the amount of the loan, including interest, payable to the order of the
Trustee.

(d)     Each loan shall bear an interest rate determined in the discretion of
the Committee, which rate shall be intended to be commensurate with current
fixed rates charged by institutions in the business of lending money for
similar types of loans.

(e)     The minimum amount available for any loan is $500.00.
                        (f)     The procedure to be followed by a Participant
in applying for a loan shall be determined by the Committee and documented by a
duly approved resolution of the Committee. Such resolution shall be attached to
and shall be deemed to be a part of the Plan.

(g)     Notwithstanding anything herein to the contrary, the Committee may
direct the Trustee to lend a Former Participant who is a "party in interest" as
that term is defined in Section 3(14) of ERISA, an amount not to exceed the
amount set forth in the first paragraph of this Section 6.9, but only to the
extent required by ERISA. If the Committee directs the Trustee to make a loan
to a Former Participant, the rules set forth in Section 6.9 shall apply to such
loan, provided, however, that repayment of such loan shall not be by payroll
deduction. Repayment shall be made by the Former Participant by check, payable
to the Trustee, based on a monthly repayment schedule established by the
Committee when the Former Participant makes application for the loan.

(h)     In the event of (i) default on the loan or (ii) the Participant's
Termination of employment prior to repayment of the entire loan balance, the
Participant shall have the option to repay the remaining loan balance in full
as soon as the necessary paperwork shall be processed. If the loan is not
repaid, the Participant shall have the option to continue to repay the loan as
a Former Participant in accordance with the rules and procedures determined by
the Committee. If repayment is not made or in the event of default, and a
Participant does not elect to repay his loan in full, there shall be
distributed to the Participant upon his Termination of employment the sum of
(i) the value of the Participant's Accounts, without regard to the amount of
any outstanding loan (including any accrued interest thereon) plus (ii) the
Participant's promissory note. Default means a Participant's failure to repay
the loan when due in accordance with the procedures outlined in subsection (b)
hereof.

Effective with respect to any Participant who Terminates employment or defaults
on his loan on or after October 1, 1998, the Participant or Former Participant
shall have the option to repay the loan in full within a reasonable time period
determined by the Committee. A Former Participant shall not have the option to
continue to repay the loan on an ongoing basis. If repayment is not made in
full within the applicable time period, then there shall be distributed to the
Former Participant (i) the promissory note; plus (ii) the value of his Accounts
without regard to the amount of any outstanding loan (including any accrued
interest thereon).

(i)     Loans shall be processed from a Participant's Accounts in the following
order on a prorata basis from the funds in which invested:

(1)     Rollover Account;

(2)     Pre-Tax Contribution Account;

(3)     Matching Contribution Account.

Effective October 1, 1998, the amount charged against a Participant's Accounts
shall be determined as of the Valuation Date that the loan is paid to the
Participant.

(j)     The amount charged against a Participant's Pre-Tax Contribution
Account, Rollover Account or Matching Contribution Account shall be based on
the value of Company Stock or value of other investment funds determined as of
a date as close as administratively feasible to the date the loan is paid to
the Participant. (Prior to September 1, 1994, as of the end of the month in
which the Participant applied for the loan.)

(k)     Repayments shall be in reverse order to the order set forth in
subsection (i) and invested according to a Participant's current investment
elections.

(l)     A Participant who becomes ineligible to participate in the Plan because
the individual transfers employment to an Affiliate or becomes a bonafide
resident of Puerto Rico shall continue to be able to make loans from the Plan
in accordance with this Section 6.9. Such a Participant shall be treated as a
"party in interest" pursuant to subsection (g) hereof.

(m)     Effective October 1, 1998, a loan initiation fee shall be charged
against the loan amount requested by the Participant.

(n)     A Participant who takes an approved leave of absence may discontinue
payments on a loan for the period of absence for up to 12 months. Upon return
to employment, the Participant must repay the missed payments within the
original loan term.

(o)     A Participant who is on a leave of absence for military duty, may
suspend his loan repayments as permitted under Code Section 414(u)(4).

VII:  Trust Fund


7.1     Exclusive Benefit of Employees and Beneficiaries. All contributions
under this Plan shall be paid to the Trustee and deposited in the Trust Fund.
All assets of the Trust Fund, including investment Income, shall be retained
for the exclusive benefit of Participants, Former Participants and
Beneficiaries and shall be used to pay benefits to such persons or to pay
administrative expenses of the Plan and Trust Fund to the extent not paid by
the Employer. Except as provided in Section 4.3, 5.3 or 12.2, the assets of the
Trust Fund shall not revert to or inure to the benefit of the Employer.

7.2     Investment Directions by Participants.

(a)     Effective for pay periods ending on or after August 18, 2002, each
Participant or Former Participant may direct the investment of all amounts held
under his Pre-Tax Contribution Account, Matching Contribution Account and
Rollover Account in multiples of one percent (1%) in any investment fund
offered by the Plan, including the Company Stock Fund. For pay periods ending
prior to August 18, 2002, a Participant or Former Participant may direct the
investment of amounts held under his Pre-Tax Contribution Account and Rollover
Account in multiples of one percent (1%) [prior to October 1, 1998, ten percent
(10%)] and in accordance with the terms, conditions and procedures established
by the Committee.

(b)     Notwithstanding Sections 5.2(a) and 8.4, all earnings and expenses,
including commissions and transfer taxes, realized or incurred in connection
with any investments pursuant to a Participant's or Former Participant's
directions shall be credited or charged to the Participant's or Former
Participant's Account for which the investment is made. A Participant or Former
Participant who fails to designate an investment option for his Pre-Tax
Contribution Account, Rollover Account and Matching Contribution Account,
(effective for pay periods ending on or after August 18, 2002) shall be deemed
to have elected to have such Accounts invested in the Stable Value Fund.

(c)     If a Participant or Former Participant exercises his option to direct
the investment of his Pre-Tax Contribution Account and Rollover Account and
effective for pay periods ending on or after August 18, 2002, his Matching
Contribution Account, then to the extent permitted by ERISA, no person who is
otherwise a fiduciary under the Plan shall be liable under ERISA for any loss,
or by reason of any breach which results from such Participant's exercise of
such option. The funds available for this purpose shall include the Company
Stock Fund and at least three other additional funds. A Participant or Former
Participant may elect to change the investment (both future and existing
contributions) of his Pre-Tax Contribution Account and Rollover Account and
effective for pay periods ending on or after August 18, 2002, his Matching
Contribution Account, effective as of the first day of any Valuation Date
following written notification to the Committee. (Prior to October 1, 1998,
investment changes were as of any Calendar Quarter, using the value of Accounts
determined as of the last business day of the immediately preceding Calendar
Quarter).

(d)     The provisions of the first sentence of subsection (a) with respect to
investment of a Participant's or Former Participant's Matching Contribution
Account in any investment fund offered by the Plan shall be implemented as
follows. Matching Contributions attributable to Pre-Tax Contributions
applicable to pay periods ending on or after August 18, 2002, shall be invested
in accordance with a Participant's then current investment elections applicable
to his Pre-Tax Contributions and Rollover Contributions, if applicable.
Matching Contributions attributable to Pre-Tax Contributions made in pay
periods ending prior to August 18, 2002, shall continue to be invested in
accordance with the provisions set forth in Section 7.3 that were in effect for
pay periods ending prior to August 18, 2002, unless and until a Participant or
Former Participant elects to change the investment of his Matching Contribution
Account in accordance with subsections (a), (b) and (c) of this Section 7.2.

7.3     Investment of Contributions in the Company Stock Fund.

(a)     With respect to Matching Contributions that are attributable to Pre-Tax
Contributions made in pay periods ending prior to August 18, 2002, the Trustee
shall invest one-half of the Matching Contributions allocated to each
Participant's Matching Contribution Account in the Company Stock Fund and
one-half in that fund which, in the opinion of the Committee, provides the
highest degree of protection for principal and a reasonable rate of return
consistent with the objective of preservation of principal. Effective
January 1, 1993, all Matching Contributions shall be invested in Company Stock.

(b)     All dividends or other distributions with respect to the Company Stock
Fund shall be applied to purchase additional Company Stock.

(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).

(d)     Participants and Former Participants may elect to invest Matching
Contributions allocated to them that are attributable to Pre-Tax Contributions
made in pay periods ending on or after August 18, 2002, in any investment fund
that is offered under the Plan in accordance with Section 7.2. The provisions
hereinafter set forth in this subsection (d) apply only with respect to
Matching Contributions that are attributable to Pre-Tax Contributions made in
pay periods ending prior to August 18, 2002. A Participant or Former
Participant who has satisfied the age requirement for an Early Retirement Date
may irrevocably elect in writing on a form provided by the Committee that all
future Matching Contributions allocable to him after the Valuation Date
following timely delivery of his election be invested in the investment
category established by the Committee, which in the opinion of the Committee,
provides the highest degree of protection for principal and a reasonable rate
of return consistent with the objective of preservation of principal. In that
case, the portion of the Participant's or Former Participant's Matching
Contribution Account invested in Company Stock shall be liquidated in four
installments, each equal to one-fourth of the number of shares of Company Stock
allocated to his Matching Contribution Account, as of four semi-annual
Valuation Dates next following the Participant's or Former Participant's
election. The proceeds shall be deposited in the investment category designed
to protect principal. A Participant or Former Participant may not subsequently
transfer Matching Contributions back into the Company Stock Fund. Effective
October 1, 1998, a Participant or Former Participant who has satisfied the age
requirement for Early Retirement Date, may elect as of any Valuation Date, that
all or any portion of the Participant's or Former Participant's Matching
Contribution Account, allocated to him as of any Valuation Date, that is
invested in Company Stock, be invested in any investment category available for
investment.

(e)     Effective for pay periods ending on or after August 18, 2002, with
respect to all Pre-Tax Contributions, Matching Contributions and Rollover
Contributions that are invested in the Company Stock Fund, the Company shall
make the contribution in cash. Each Participant is assigned a unit value in
the Company Stock Fund in accordance with Section 5.2 of the Plan. All Pre-Tax
Contributions, Matching Contributions and Rollover Contributions that have been
designated by Participants and Former Participants to be invested in the
Company Stock Fund, shall be applied immediately to purchase units on behalf of
each such eligible Participant or Former Participant in the Company Stock Fund,
as of that Valuation Date.

(i)     For pay periods ending prior to August 18, 2002, the provisions of this
subsection (e) only apply to the extent that Matching Contributions were
required to be invested in the Company Stock Fund.

(ii)    Prior to September 30, 1998, the Company made such contributions in
Company Stock rather than cash.  Each share of Company Stock contributed was
valued for purposes of determining the number of shares to be contributed at
the average of the mean between the highest and lowest quoted selling prices of
the Common Stock on the New York Stock Exchange for each day in the last ten
business days of December of the Plan Year for which the contribution was made.
Effective as of September 30, 1998, each Participant and Former Participant was
assigned a unit value in the Company Stock Fund.

(f)     Pursuant to Section 4.1(c), a Participant must be employed on the last
day of the Plan Year to share in the allocation of the Company's Matching
Contribution for the applicable payroll period (or meet one of the exceptions
noted in Section 4.1(c)).


VIII:  Administration


8.1     Duties and Responsibilities of Fiduciaries; Allocation of
Responsibility Among Fiduciaries for Plan and Trust Administration. A Fiduciary
shall have only those specific powers, duties, responsibilities and obligations
as are specifically given him under this Plan or the Trust. In general, the
Employer, shall have the sole responsibility for making the contributions
provided for under Section 6.1. The Board of Directors shall have the sole
authority to appoint and remove the Trustee and the Committee and to amend or
terminate, in whole or in part, this Plan or the Trust. The Committee shall
have the sole responsibility for the administration of this Plan, which
responsibility is specifically described in this Plan and the Trust. The
Committee shall direct the Trustee as to the investment of the assets in the
Trust Fund in accordance with the terms of the Plan and Trust. Except as
provided in the Trust Agreement and within the scope of any funding and
investment policies designated by the Committee the Trustee shall have the sole
responsibility for the administration of the Trust and the management of the
assets held under the Trust. It is intended that each Fiduciary shall be
responsible for the proper exercise of his own powers, duties, responsibilities
and obligations under this Plan and the Trust and generally shall not be
responsible for any act or failure to act of another Fiduciary. A Fiduciary may
serve in more than one fiduciary capacity with respect to the Plan (including
service both as Trustee and as a member of the Committee).

8.2     Allocation of Duties and Responsibilities. The Committee shall be
appointed by the Board of Directors and shall have the sole responsibility for
actual administration of the Plan, as delegated by the Board of Directors. The
Committee may also adopt amendments to the Plan, which upon advice of counsel,
it deems necessary or advisable to comply with ERISA or the Code, or any other
applicable law, or to facilitate the administration of the Plan. The Committee
may designate persons other than their members to carry out any of its duties
and responsibilities. Any duties and responsibilities thus allocated must be
described in the written instrument. If any person other than an Eligible
Employee of the Employer is so designated, such person must acknowledge in
writing his acceptance of the duties and responsibilities thus allocated to
him. All such instruments shall be attached to, and shall be made a part of,
the Plan.

8.3     Administration and Interpretation. Subject to the limitations of the
Plan, the Committee shall have complete authority and control regarding the
administration and interpretation of the Plan and the transaction of its
business, and shall, from time to time, establish such rules as may be
necessary or advisable in connection therewith. To the extent permitted by
law, all acts and determinations of the Committee, as to any disputed
question or otherwise, shall be binding and conclusive upon Participants,
Former Participants, Employees, Spouses, Beneficiaries and all other persons
dealing with the Plan. The Committee may deem its records conclusively to be
correct as to the matters reflected therein with respect to information
furnished by an Employee. All actions, decisions and interpretations of the
Committee in administering the Plan shall be performed in a uniform and
nondiscriminatory manner.

8.4     Expenses. The Employer shall pay all expenses authorized and incurred
by the Committee in the administration of the Plan except to the extent such
expenses are paid from the Trust.

8.5     Claims Procedure:

(a)     Filing of Claim. Any Participant, Former Participant or Beneficiary
under the Plan ("Claimant"), may file a written claim for a Plan benefit with
the Committee or with a person named by the Committee to receive claims under
the Plan.

(b)     Notification on Denial of Claim. In the event of a denial or limitation
of any benefit or payment due to or requested by any Claimant, he shall be
given a written notification containing specific reasons for the denial or
limitation of his benefit. The written notification shall contain specific
reference to the pertinent Plan provisions on which the denial or limitation of
benefits is based. In addition, it shall contain a description of any
additional material or information necessary for the Claimant to perfect a
claim and an explanation of why such material or information is necessary.
Further, the notification shall provide appropriate information as to the steps
to be taken if the Claimant wishes to submit his claim for review. This written
notification shall be given to a Claimant within 90 days after receipt of his
claim by the Committee unless special circumstances require an extension of
time to process the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the Claimant
prior to the termination of said 90-day period and such notice shall indicate
the special circumstances which make the postponement appropriate. Such
extension shall not extend to a date later than 120 days after receipt of the
request for review of a claim.

(c)     Right of Review. In the event of a denial or limitation of benefits,
the Claimant or his duly authorized representative shall be permitted to
review pertinent documents and to submit to the Committee issues and comments
in writing. In addition, the Claimant or his duly authorized representative may
make a written request for a full and fair review of his claim and its denial
by the Committee provided, however, that such written request must be received
by the Committee (or his delegate to receive such requests) within sixty days
after receipt by the Claimant of written notification of the denial or
limitation of the claim. The sixty day requirement may be waived by the
Committee in appropriate cases.

(d)     Decision on Review.

(i)     A decision shall be rendered by the Committee within 60 days after the
receipt of the request for review, provided that where special circumstances
require an extension of time for processing the decision, it may be postponed
on written notice to the Claimant (prior to the expiration of the initial 60
day period), for an additional 60 days, but in no event shall the decision be
rendered more than 120 days after the receipt of such request for review.

(ii)    Notwithstanding subparagraph (i), if the Committee specifies a
regularly scheduled time at least quarterly to review such appeals, a
Claimant's request for review will be acted upon at the specified time
immediately following the receipt of the Claimant's request unless such request
is filed within 30 days preceding such time. In such instance, the decision
shall be made no later than the date of the second specified time following the
Committee's receipt of such request. If special circumstances (such as a need
to hold a hearing) require a further extension of time for processing a
request, a decision shall be rendered not later than the third specified time
of the Committee following the receipt of such request for review and written
notice of the extension shall be furnished to the Claimant prior to the
commencement of the extension.

(iii)   Any decision by the Committee shall be furnished to the Claimant in
writing and in a manner calculated to be understood by the Claimant and shall
set forth the specific reason(s) for the decision and the specific Plan
provision(s) on which the decision is based.

8.6     Records and Reports. The Committee shall exercise such authority and
responsibility as it deems appropriate in order to comply with ERISA and
governmental regulations issued thereunder relating to records of Participants'
account balances and the percentage of such account balances which are
nonforfeitable under the Plan; notifications to Participants; and annual
reports and registration with the Internal Revenue Service.

8.7     Other Powers and Duties. The Committee shall have such duties and
powers as may be necessary to discharge its duties hereunder, including, but
not by way of limitation, the following:

(a)     to construe and interpret the Plan, decide all questions of eligibility
and determine the amount, manner and time of payment of any benefits hereunder;

(b)     to prescribe procedures to be followed by Participants, Former
Participants or Beneficiaries filing applications for benefits;

(c)     to prepare and distribute information explaining the Plan;

(d)     to receive from the Employer and from Participants, Former Participants
and Beneficiaries such information as shall be necessary for the proper
administration of the Plan;

(e)     to furnish the Employer, upon request, such annual reports with respect
to the administration of the Plan as are reasonable and appropriate;

(f)     to receive, review and keep on file (as it deems convenient or proper)
reports of the financial condition, and of the receipts and disbursements, of
the Trust Fund from the Trustees;

(g)     to appoint or employ advisors including legal counsel to render advice
with regard to any responsibility of the Committee under the Plan or to assist
in the administration of the Plan;

(h)     to determine the status of qualified domestic relations orders under
Section 414(p) of the Code;

(i)     to engage an Administrative Delegate who shall perform, without
discretionary authority or control, administrative functions within the
framework of policies, interpretations, rules, practices, and procedures made
by the Committee. Any action made or taken by the Administrative Delegate may
be appealed by an affected Participant to the Committee in accordance with the
claims review procedures provided in Section 8.5. Any decisions which call for
interpretations of Plan provisions not previously made by the Committee shall
be made only by the Committee. The Administrative Delegate shall not be
considered a fiduciary with respect to the services it provides; and

(j)     To take any actions necessary to correct the Plan retroactively as may
be necessary, including the exclusion of any employees who have been excluded
inadvertently from participation in the Plan, the application of incorrect
vesting, failures pertaining to Sections 415(b) and 401(a)(17) of the Code and
any other operational failure consistent with correction methodology set forth
in IRS Rev. Proc. 2000-17 or any successor thereto.

The foregoing list of express duties is not intended to be either complete or
conclusive, and the Administrative Committee shall, in addition, exercise such
powers and perform such other duties as it may deem necessary, desirable,
advisable or proper for the supervision and administration of the Plan.

Except as otherwise provided herein, the Committee shall have no power to add
to, subtract from or modify any of the terms of the Plan, or to change or add
to any benefits provided by the Plan, or to waive or fail to apply any
requirements of eligibility for a benefit under the Plan.

8.8     Rules and Decisions. The Committee may adopt such rules as it deems
necessary, desirable, or appropriate. All rules and decisions of the Committee
shall be applied uniformly and consistently to all Participants in similar
circumstances. When making a determination or calculation, the Committee shall
be entitled to rely upon information furnished by a Participant, Former
Participant or Beneficiary, the Employer, the legal counsel of the Employer, or
the Trustee.

8.9     Authorization of Benefit Payments. The Committee shall issue proper
directions to the Trustee concerning all benefits which are to be paid from the
Trust Fund pursuant to the provisions of the Plan. Benefits under this Plan
shall be paid only if the Committee deems in its discretion, that the applicant
is entitled to them.

8.10    Application and Forms for Benefits. The Committee may require a
Participant, Former Participant or Beneficiary to complete and file with it an
application for a benefit, and to furnish all pertinent information requested
by it. The Committee may rely upon all such information so furnished to it,
including the Participant's, Former Participant's or Beneficiary's current
mailing address.

8.11    Facility of Payment. Whenever, in the Committee's opinion, a person
entitled to receive any payment of a benefit or installment thereof hereunder
is under a legal disability or is incapacitated in any way so as to be unable
to manage his financial affairs, the Committee may direct the Trustee to make
payments to such person or to his legal representative or to a relative or
friend of such person for his benefit, or he may direct the Trustee to apply
the payment for the benefit of such person in such manner as it considers
advisable.

8.12    Investment Policies. The investment policies of the Plan shall be
established and may be changed at any time by the Committee, which shall
thereupon communicate such policies to any persons having authority to manage
the Plan's assets. The Investment Manager shall have the authority to invest
in any collective investment fund maintained exclusively for the investment of
assets of exempt, qualified employee benefit trusts. The assets so invested
shall be subject to all the provisions of the instrument establishing such
collective investment fund, as amended from time to time, which is hereby
incorporated herein by reference and deemed to be an integral part of the Plan
and corresponding Trust.

The Committee, whose membership is to be determined by the Board of Directors,
is the named fiduciary to act on behalf of the Company in the management and
control of the Plan assets and to establish and carry out a funding policy
consistent with the Plan objectives and with the requirements of any applicable
law. The Committee shall carry out the Company's responsibility and authority:

(a)     To appoint as such term is defined in Section 3(38) of ERISA, one or
more persons to serve as Investment Manager with respect to all or part of the
Plan assets, including assets maintained under separate accounts of an
insurance company.

(b)     To allocate the responsibilities and authority being carried out by the
Committee among the members of the Committee.

(c)     To take any action appropriate to assure that the Plan assets are
invested for the exclusive purpose of providing benefits to Participant and
their Beneficiaries in accordance with the Plan and defraying reasonable
expenses of administering the Plan, subject to the requirements of any
applicable law.

(d)     To establish any rules it deems necessary. The Committee including each
member and former member to whom duties and responsibilities have been
allocated, may be indemnified and held harmless by the Employer with respect to
any breach of alleged responsibilities performed or to be performed hereunder.

8.13    Indemnification. The Employer shall indemnify each individual who is an
officer, director or Employee of the Employer and who may be called upon or
designated to perform fiduciary duties or to exercise fiduciary authority or
responsibility with respect to the Plan and shall save and hold him harmless
from any and all claims, damages, and other liabilities, including without
limitation all expenses (including attorneys' fees and costs), judgments, fines
and amounts paid in settlement and actually and reasonably incurred by him in
connection with any action, suit or proceeding, resulting from his alleged or
actual breach of such duties, authority or responsibility, whether by
negligence, gross negligence or misconduct, to the maximum extent permitted by
law, provided, however, that this indemnification shall not apply with respect
to any actual breach of such duties, authority or responsibility, if the
individual concerned did not act in good faith and in the manner he reasonably
believed to be in (or not opposed to) the best interest of the Employer, or,
with respect to any criminal action or proceeding, had reasonable cause to
believe his conduct was unlawful.

8.14    Resignation or Removal of the Committee. An Committee member may resign
at any time by giving ten days' written notice to the Employer and the Trustee.
The Board of Directors may remove any member of the Committee by giving written
notice to him and the Trustee. Any such resignation or removal shall take
effect at a date specified on such notice, or upon delivery to the Committee if
no date is specified.

 IX:  Miscellaneous


9.1     Nonguarantee of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any Employee, or
as a right of any Employee to be continued in the employment of the Employer,
or as a limitation of the right of the Employer to discharge any of its
Employees, with or without cause.

9.2     Rights to Trust Assets. No Employee or Beneficiary shall have any right
to, or interest in, any assets of the Trust Fund upon Termination of his
employment or otherwise, except as provided from time to time under this Plan,
and then only to the extent of the benefits payable under the Plan to such
Employee out of the assets of the Trust Fund. All payments of benefits as
provided for in this Plan shall be made solely out of the assets of the Trust
Fund.

9.3     Nonalienation of Benefits. Except as may be permitted by law, and
except as may be required under certain judgments and settlements described in
Section 401(a)(13)(C) and (D) of the Code and as may be required or permitted
by a qualified domestic relations order as defined in Section 414(p) of the
Code or pursuant to a Plan loan pursuant to Section 6.9, benefits payable under
this Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a spouse or former
spouse, or for any other relative of the Employee, prior to actually being
received by the person entitled to the benefit under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder
shall be void. The Trust Fund shall not in any manner be liable for, or subject
to, the debts, contracts, liabilities, engagements or torts of any person
entitled to benefits hereunder.

9.4     Discontinuance of Employer Contributions. In the event of permanent
discontinuance of contributions to the Plan by the Employer, the Accounts of
all Participants shall, as of the date of such discontinuance, shall continue
to be fully-vested and nonforfeitable.

9.5     Lost Participants. If, after reasonable efforts of the Committee to
locate a Participant or Beneficiary, including sending a registered letter,
returned receipt requested to the last known address, the Committee is unable
to locate the Participant or Beneficiary, then the amounts distributable to
such Participant or Beneficiary shall, pursuant to applicable state or Federal
laws, either (1) be treated as a forfeiture under the Plan and used to reduce
the Company's contribution to the Plan (if a Participant or Beneficiary is
located subsequent to a forfeiture, the benefits shall be reinstated by the
Committee and shall not count as an Annual Addition under Section 415 of the
Code), or (2) if the Plan is joined as a party to any escheat proceedings
involving the unclaimed benefits, be paid in accordance with the final judgment
as if the final judgment were a claim filed by the Former Participant or
Beneficiary.

X:  Amendments And Action By Employer


10.1    Amendments Generally. The Company reserves the right to make from time
to time any amendment or amendments to this Plan or Trust which do not cause
any part of the Trust Fund to be used for, or diverted to, any purpose other
than the exclusive benefit of Participants, Former Participants or their
Beneficiaries; provided, however, that the Company may make any amendment it
determines necessary or desirable, with or without retroactive effect, to
comply with ERISA.

No amendment to the Plan shall decrease a Participant's Accounts or eliminate
an optional form of distribution except as may be permitted by the Code or
ERISA.

10.2    Amendments to Vesting Schedule. Any amendment to the Plan which alters
the vesting provisions set forth in Section 6.3 shall be deemed to include the
following terms:

(a)     The vested percentage of a Participant in that portion of his Accounts
under the Plan derived from Employer contributions made for Plan Years ending
with or within the later of the date such amendment is adopted or the date
such amendment becomes effective shall not be reduced; and

(b)     Each Participant having not less than three years of service at the
later of the date such amendment was effective shall be permitted to elect
irrevocably to have his vested percentage computed under the Plan without
regard to such amendment. Such election must be made within 60 days from the
later of (i) the date the amendment was adopted, (ii) the date the amendment
became effective, or (iii) the date the Participant is issued written notice
of such amendment by the Committee.

Notwithstanding the preceding sentence, no election need be provided for any
Participant whose nonforfeitable percentage in his Accounts derived from
Employer contributions under the Plan, as amended at any time, cannot be less
than such percentage determined without regard to such amendment.

10.3    Action by Company. Any action by the Company under this Plan shall be
by a duly adopted resolution of the Board of Directors, or by any person or
persons duly authorized by a duly adopted resolution of that Board to take such
action. Any company that has adopted this Plan with approval of the Board of
Directors shall be deemed, by the continuing participation of such company in
the Plan to accept any action of the Board of Directors.

XI: Successor Employer And Merger Or Consolidation Of Plans


11.1    Successor Employer. In the event of the dissolution, merger,
consolidation or reorganization of the Employer, provision may be made by which
the Plan and Trust will be continued by the successor; and, in that event, such
successor shall be substituted for the Employer under the Plan. The
substitution of the successor shall constitute an assumption of Plan
liabilities by the successor, and the successor shall have all of the powers,
duties and responsibilities of the Employer under the Plan.

11.2    Plan Assets. There shall be no merger or consolidation of the Plan
with, or transfer of assets or liabilities of the Trust Fund to, any other plan
of deferred compensation maintained or to be established for the benefit of all
or some of the Participants of the Plan, unless each Participant would (if
either this Plan or the other plan then terminated) receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation or transfer (if this Plan had then
terminated), and unless a duly adopted resolution of the Board of Directors of
the Company authorizes such merger, consolidation or transfer of assets.

XII:  Plan Termination


12.1    Right to Terminate. In accordance with the procedures set forth herein,
the Company may terminate the Plan at any time in whole or in part. 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). To the extent permitted by
section 401(k) of the Code and regulations thereunder, in the event of the
dissolution, merger, consolidation or reorganization of the Employer, the Plan
shall terminate and the Trust Fund shall be liquidated unless the Plan is
continued by a successor to the Employer in accordance with Section 11.1.

12.2    Liquidation of the Trust Fund. Upon the complete or partial termination
of the Plan, the Accounts of all Participants affected thereby shall become
fully vested and nonforfeitable, to the extent funded, and the Committee shall
direct the Trustee to distribute the assets remaining in the Trust Fund, after
payment of any expenses properly chargeable thereto, to Participants, Former
Participants and Beneficiaries in proportion to their respective Account
balances.

12.3    Manner of Distribution. To the extent that no discrimination in value
results, any distribution after termination of the Plan may be made, in whole
or in part, in cash, or in securities or other assets in kind, as the Committee
may determine. All non-cash distributions shall be valued at fair market value
at date of distribution.

XIII:  Determination Of Top-Heavy Status


13.1    General. Notwithstanding any other provision of the Plan to the
contrary, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy,
as defined below, the provisions of this Article shall apply, but only to the
extent required by section 416 of the Code and the regulations thereunder.

13.2    Top-Heavy Plan. This Plan shall be Top-Heavy and an Aggregation Group
shall be Top-Heavy if as of the Determination Date for such Plan Year the sum
of the Cumulative Accrued Benefits and Cumulative Accounts of Key Employees
for the Plan Year exceeds 60% of the aggregate of all the Cumulative Accounts
and Cumulative Accrued Benefits. The Cumulative Accrued Benefits and Cumulative
Accounts of those Participants who have not performed any service for the
Employer during the five year period ending on the Determination Date, shall be
disregarded.

(a)     If the Plan is not included in a Required Aggregation Group with other
plans, then it shall be Top-Heavy only if (i) when considered by itself it is
Top-Heavy and (ii) it is not included in a Permissive Aggregation Group that is
not a Top-Heavy Group.

(b)     If the Plan is included in a Required Aggregation Group with other
plans, it shall be Top-Heavy only if the Required Aggregation Group, including
any permissively aggregated plans, is Top-Heavy.

13.3    Super Top-Heavy Plan. This Plan shall be Super Top-Heavy if it would be
Top-Heavy under Section 13.2, but substituting 90% for 60%.

13.4    Cumulative Accrued Benefits and Cumulative Accounts. The determination
of the Cumulative Accrued Benefits and Cumulative Accounts under the Plan shall
be made in accordance with Section 416 of the Code and the regulations
thereunder. The determination of the Plan's Top-Heavy status shall relate to
the proper Determination Date and Valuation Date.

13.5    Definitions.

(a)     "Aggregation Group" means either a Required Aggregation Group or a
Permissive Aggregation Group.

(b)     "Determination Date" means with respect to any Plan Year, the last day
of the preceding Plan Year or in the case of the first Plan Year of any plan,
the last day of such Plan Year or such other date as permitted by the Secretary
of the Treasury or his delegate.

(c)     "Employer" means the Company and each Participating Employer that
adopts this Plan and all members of a controlled group of corporations (as
defined in Section 414(b) of the Code), all commonly controlled trades or
businesses (as defined in Section 414(c) of the Code), all affiliated service
groups (as defined in Section 414(m) of the Code) and any other affiliated
entities (as provided in Section 414(o) of the Code) of which the Employer is
a part.

(d)     "Key Employee" means those individuals described in Section 416(i)(l)
of the Code and the regulations hereunder.

(e)     "Non-Key Employee" means those individuals who are not Key Employees
and includes former Key Employees.

(f)     "Permissive Aggregation Group" means a Required Aggregation Group plus
any other plans selected by the Company provided that all such plans when
considered together satisfy the requirements of Sections 401(a)(4) and 410 of
the Code.

(g)     "Required Aggregation Group" means a plan maintained by the Employer in
which a Key Employee is a participant or which enables any plan in which a Key
Employee is a participant to meet the requirements of Code Section 401(a)(4) or
Code Section 410.

(h)     "Valuation Date" means the first day of each Plan Year.

13.6    Vesting. For each Plan Year in which the Plan is Top-Heavy or Super
Top-Heavy, the minimum vesting requirements of Code Section 416(b) shall be
satisfied as set forth in Section 6.3.

13.7    Minimum Contributions. For each Plan Year in which the Plan is
Top-Heavy or Super Top-Heavy, minimum Employer contributions for a Participant
who is a Non-Key Employee shall be required to be made on behalf of each
Participant who is employed by the Employer on the last day of the Plan Year,
regardless of his level of Compensation and regardless of the number of Hours
of Service he has completed during such Plan Year. The amount of the minimum
contribution shall be the lesser of the following percentages of compensation
(as defined in Section 2.1 for purposes of Annual Additions) but limited in
amount under Section 401(a)(17) of the Code:

(i)     Three percent, or

(ii)    The highest percentage at which Company contributions are made under
the Plan for the Plan Year on behalf of any Key Employee.

(A)     For purposes of subparagraph (ii), all defined contribution plans
included in a Required Aggregation Group shall be treated as one plan.

(B)     Paragraph (ii) shall not apply if the Plan is included in a Required
Aggregation Group and the Plan enables a defined benefit plan included in the
Required Aggregation Group to meet the requirements of Section 401(a)(4) or
410 of the Code.

For purposes of the minimum contribution requirement, any Pre-Tax Contributions
made on behalf of a Key Employee shall be counted as Employer contributions
with respect to such Key Employee, but any Pre-Tax Contributions made on behalf
of a Non-Key Employee shall not be counted as Employer contributions with
respect to such Non-Key Employee.

This Section shall not apply to the extent a Participant other than a Key
Employee is covered by another qualified plan(s) of the Employer and the
Employer has provided that the minimum contribution requirements applicable to
this Plan will be satisfied by the other plan(s).

13.8    Defined Benefit and Defined Contribution Plan Fractions. For any Plan
Year beginning prior to January 1, 2000, in which the Plan is Super Top-Heavy,
or for any Plan Year in which the Plan is Top-Heavy and the additional minimum
contributions or benefits required under Section 416(h) of the Code are not
provided, the dollar limitations in the denominator of the defined benefit plan
fraction and defined contribution plan fraction as defined in Section 415(e) of
the Code shall be multiplied by 100 percent rather than 125 percent. If the
application of the provisions of this Section 13.8 would cause any Participant
to exceed 1.0 for any Limitation Year, then the application of this Section
13.8 shall be suspended as to such Participant until such time as he no longer
exceeds 1.0. During the period of such suspension, there shall be no Employer
contributions, forfeitures or voluntary nondeductible contributions allocated
to such Participant under this Plan or under any other defined contribution
plan of the Employer and there shall be no benefit accruals for such
Participant under any defined benefit plan of the Employer.


Appendix A


Participating Employers

The Pep Boys - Manny, Moe & Jack
The Pep Boys - Manny, Moe & Jack of California
Pep Boys - Manny, Moe & Jack of Delaware, Inc. (effective 1/29/95)
Pep Boys - Many, Moe & Jack of Puerto Rico, Inc. (effective 11/1/97)


Appendix B

Paste Chart Here

Appendix C


The Trustee shall, following the end of each Valuation Date, value all assets
of the Trust Fund, allocate net gains or losses, and process additions to and
withdrawals from Account balances in the following manner:

1.      The Trustee shall first compute the fair market value of securities
and/or the other assets comprising each investment fund designated by the
Committee for direction of investment by the Participants and Former
Participants of this Plan. Each Account balance shall be adjusted each business
day by applying the closing market price of the investment fund on the current
business day to the share/unit balance of the investment fund as of the close
of business on the current business day.

2.      The Trustee shall then account for any requests for additions or
withdrawals made to or from a specific designated investment fund by any
Participant or Former Participant, including allocations of contributions and
forfeitures. In completing the valuation procedure described above, such
adjustments in the amounts credited to such Accounts shall be made on the
business day to which the investment activity relates. Contributions received
by the Trustee pursuant to this Plan shall not be taken into account until the
Valuation Date coinciding with or next following the date such contribution
was both actually paid to the Trustee and allocated among the Accounts of
Participants and Former Participants.

3.      Notwithstanding paragraphs 1 and 2 above, in the event a pooled
investment fund is created as a designated fund for Participant or Former
Participant investment election in this Plan, valuation of the pooled
investment fund and allocation of earnings of the pooled investment fund shall
be governed by the Administrative Services Agreement for such pooled
investment fund.

It is intended that this section operate to distribute among each Participant
Account in the Trust Fund, all income of the Trust Fund and changes in the
value of the assets of the Trust Fund.



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