AMENDED AND RESTATED
UNITED AUTO GROUP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
DECEMBER 10, 2003
I. INTRODUCTION AND DEFINITIONS
A. Purpose. The purpose of this Plan is to promote the interests of United Auto Group, Inc. and its affiliates and
stockholders by helping to attract and retain highly qualified non-employee directors. This Plan amends and
restates the Second Amended and Restated United Auto Group, Inc. Non-Employee Director Compensation
Plan adopted by the Board of Directors on December 11, 2002.
B. Definitions. Unless the context clearly indicates otherwise, the following terms, when used in the Plan, shall
have the meanings set forth in this section:
1. "Board" shall mean the Board of Directors of the Company.
2. "Company" shall mean United Auto Group, Inc., a Delaware corporation, and any successor corporation.
3. "Director" shall mean a member of the Board.
4. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
5. "Non-Employee Director" shall mean a Director who is not also a salaried employee of the Company or any of
6. "Payment Date" shall mean a date selected by the Board which falls within the first quarter of the year following
the year in which a Non-Employee Director served on the Board.
7. "Plan" shall mean this Amended and Restated United Auto Group, Inc. Non-Employee Director
Compensation Plan, as set forth herein and as it may be amended from time to time.
8. "Stock" shall mean shares of the Voting Common Stock of the Company, par value $0.0001 per share.
II. NON-EMPLOYEE DIRECTOR FEES
A. Fee. Each Non-Employee Director shall be paid for each year or partial year of service a fee of $40,000 (pro
rated for partial years) (the "Fee").
B. Manner of Payment. The Non-Employee Director must annually elect whether to receive the Fee in the form
of cash or Stock. This election must be received by
the Company on or before March 1 (the "Election Date") of each year. Once made, this election