AMENDMENT NUMBER 2020-2 PENSKE AUTOMOTIVE GROUP 401(K) SAVINGS AND RETIREMENT PLAN

EXHIBIT 10.15.6

AMENDMENT NUMBER 2020-2
PENSKE AUTOMOTIVE GROUP 401(K) SAVINGS AND RETIREMENT PLAN

BY THIS AGREEMENT, Penske Automotive Group 401(k) Savings and Retirement Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of November 20, 2020, except as otherwise provided herein:

1.The section of the Adoption Agreement entitled "MATCHING CONTRIBUTIONS" is amended as follows:

MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION (3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6).):

[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]

(1)

(2)

(3)

(4)

(5)

(6)

Match
Rate/Amt
[$/% of
Elective
Deferrals]

Limit on
Deferrals
Matched
[$/% of
Compensation

Limit on
Match
Amount
[$/% of
Compensation

Apply
limit(s) per
Plan Year
["true-up"]

Apply
limit(s) per
payroll
period
[no
"true-up"]

Apply
limit(s) per
designated
time period
[no
"true-up"]

(a)

[X]

Discretionary – see Section 1.35(B) (The Employer may, but is not required to complete (a)(1)-(6). See the "Note" following Election 24.)

[ ]

(b)

[ ]

Fixed – uniform rate/amount

[ ]

(c)

[ ]

Fixed – tiered

Elective
Deferral %

Matching Rate

[ ]

(d)

[ ]

Fixed – Years of Service

Years
of Service

Matching Rate

[ ]

(1)

"Years of Service" under this Election 24(d) means (Choose one of a. or b.):

[ ] Eligibility. Years of Service for eligibility in Election 16.

[ ] Vesting. Years of Service for vesting in Elections 43 and 44.

(e)

[ ]

Fixed – multiple formulas

Formula 1:

[ ]

Formula 2:

[ ]

Formula 3:

[ ]

(f)[X] Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2).):

(1)

Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.):

a.[ ] All the same. Is (are) the same as for the Signatory Employer under this Election 24.

b.[X] At least one different. Is (are) as follows: a Discretionary Match formula (different formulas may apply to different Participating Employers).

(2)

Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a.[X] Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.[ ] Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers. See Section 1.24(D).]

(g)[X] Describe: The Discretionary Match contribution that applies to the Penske Automotive Group, Inc. will include or exclude certain union employees based on their Collective Bargaining Agreement. (The formula described must satisfy the definitely determinable requirement under Xxxxx. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: See Section 1.35(A) as to Fixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to Xxxx Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]

The section of the Adoption Agreement entitled "ALLOCATION CONDITIONS" is amended as follows:

ALLOCATION CONDITIONS (3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions;

(v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable.):

(a)[ ] No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

(b)[X] Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7). Choose Contribution Type as applicable.):

[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]

(1)

(2)

(3)

(4)

Matching,

Nonelective

and Forfeitures

Matching

Nonelective

Forfeitures

(1)

[ ]

None.

N/A
(See Election 31(a))

[ ]

(2)

[ ]

501 HOS/terminees (91 consecutive days if Elapsed Time). See Section 3.06(B)(1)(b).

[ ]

(3)

[ ]

Last day of the Plan Year.

[ ]

(4)

[X]

Last day of the Election 31(c) time period.

[ ]

[X]

[ ]

[X]

(5)

[ ]

1,000 HOS in the Plan Year (182 consecutive days in Plan Year if Elapsed Time).

[ ]

(6)

[ ]

 (specify) HOS within the Election 31(c) time period, (but not exceeding 1,000 HOS in a Plan Year).

[ ]

(7)

[X]

Describe conditions: Allocation conditions for Match contributions do not apply to employees of Penske Commercial Vehicles US, LLC and subsidiaries. (e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)

(c)

[X]

Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.):

(1)

[ ]

Plan Year.

[ ]

(2)

[X]

Plan Year quarter.

[ ]

(3)

[ ]

Calendar month.

[ ]

[X]

[ ]

[X]

(4)

[ ]

Payroll period.

[ ]

(5)

[ ]

Describe time period:

[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]

The section of the Administrative Checklist entitled "RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN" is amended as follows:

AC5. RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN (1.24(C)/(D)). There are or are not Related Employers and Participating Employers as follows (Complete (a) through (d).):

(a)

Related Employers. (Choose one of (1) or (2).):

(1)[ ] None.

(2)[X] Name(s) of Related Employers: Penske Commercial Vehicles US, LLC and subsidiaries

(b)

Participating (Related) Employers. (Choose one of (1) or (2).):

(1)[ ] None.

(2)[X] Name(s) of Participating Employers: Penske Commercial Vehicles US, LLC and subsidiaries
See SFC Election 76 for details.

(c)

Former Participating Employers. (Choose one of (1) or (2).):

(1)

[ ] None.

(2)

[X] Applies.


Name(s)		Date of cessation
The Around the Clock Freightliner Group, LLC; ATC Chattanooga, LLC: ATC Knoxville, LLC; ATC West Texas, LLC		November 20, 2020

(d)

Multiple Employer Plan status. (Choose one of (1) or (2).):

(1)[X] Does not apply.

(2)[ ] Applies. The Signatory Employer is the Lead Employer and at least one Participating Employer is not a Related Employer.

(Complete a.)

Name(s) of Participating Employers (other than Related Employers described above):
See SFC Election 76 for details.

* * * * * * *

The Employer executes this Amendment on the date specified below.


	Penske Automotive Group, Inc.

Date: 11/24/20	By:	/s/ Xxxxxxx Xxxxxx
		EMPLOYER

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AMENDMENT NUMBER 2020-2 PENSKE AUTOMOTIVE GROUP 401(K) SAVINGS AND RETIREMENT PLAN

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