The Committee shall be comprised of at least three (3) directors designated by the Board of Directors, all of whom, in the judgment of the Board of Directors, shall comply with the independence requirements of the New York Stock Exchange, Inc. One member shall be appointed Committee Chairman by the Board of Directors. The Committee and its Chairman immediately prior to the adoption of this Charter shall continue to serve in those capacities until the Board of Directors determines otherwise.



The Committee is authorized to carry out the responsibilities set forth in this Charter and any other assignments requested by the Board of Directors. The Committee shall have full access to the Company’s books, records, facilities and personnel (including, without limitation, direct access to the Company’s internal auditor) to carry out its responsibilities and is authorized to retain and pay, with Company funds, persons or entities having special competence, such as search firms, to assist the Committee in fulfilling its responsibilities. In addition, the Committee shall have access to the Company’s outside counsel for advice and information.



The Committee shall assist the Board of Directors in fulfilling its fiduciary responsibilities as to the composition of the Board of Directors and Corporate Governance Matters. The Committee is to serve as a focal point for communication among the Board of Directors, management and the Company’s Corporate Accountability Committee.



4.1 Number. The Committee is to meet at least two times per year, and as many other times as the Board of Directors, the Committee or the Committee Chairman deems necessary. The Committee may meet or otherwise take action in the same manner or manners as may the Board of Directors.

4.2 Attendance. The Committee or the Chairman of the Committee may request that member(s) of management be present at meetings of the Committee as well as outside experts or counsel, if appropriate.

4.3 Minutes. Minutes of each Committee Meeting are to be prepared and sent to Committee members.



Specific Duties
The Committee is to perform the following duties:

5.1 In consideration of the Company’s requirements as expressed by the Chief Executive Officer, establishing the criteria for Board membership, which criteria should, at a minimum, include judgment, diversity and professional background and experience.

5.2 Considering, recommending and recruiting candidates to fill new positions on the Board, including candidates recommended by shareholders. Such duties to include conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidate.

5.3 Reviewing candidates for the Board recommended by shareholders.

5.4 Recommending nominees for Director for approval by the Board and the shareholders.

5.5 Assessing the effectiveness of the various committees of the Board and recommending committee members.

5.6 Assessing the structure and agenda of Board meetings.

5.7 Considering matters of corporate governance and to review, periodically, the Company’s Disclosure Controls and Procedures.

5.8 Considering issues concerning potential conflicts of interest of Directors and senior management.

5.9 Assessing the Chief Executive Officer’s effectiveness in evaluating the job performance of elected corporate officers.

5.10 Reviewing periodically with the Chairman of the Board and Chief Executive Officer the succession plans for the Company’s executive officers, and to make recommendations to the Board with respect to the potential successors to the Chief Executive Officer.

5.11 Preparing an annual performance self-evaluation of the Committee.




The Board of Directors (the “Board”) of The Pep Boys – Manny, Moe & Jack (the “Company”) has adopted this Charter for its Nominating and Governance Committee (the “Committee”) effective as of December 9, 2003.