0001104659-04-008026 Sample Contracts

Underwriting Agreement
Underwriting Agreement • March 22nd, 2004 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York

The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the shares of its common stock, par value $1.00 per share (the “Common Stock”), specified in Schedule I hereto (the “Shares” consisting of Firm Shares (as defined below) and any Optional Shares (as defined below) the Underwriters may elect to purchase). Each reference to the Representatives herein shall be deemed to refer to you. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Shares pursuant to Section 10 hereof and the address of the Representatives referred to in such Section 10 are set forth in Schedule II hereto.

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