0001299933-05-001262 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2005 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the effective date set forth on the attached notice of grant (the “Grant Notice”), between GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and the Director set forth on the Grant Notice (“Director”).

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PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • March 16th, 2005 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware

THIS PHANTOM STOCK AGREEMENT (this “Agreement”) is made as of the effective date set forth on the attached notice of grant (the “Grant Notice”), between GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and the Director set forth on the Grant Notice (“Director”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2005 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the effective date set forth on the attached notice of grant (the “Grant Notice”), between GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and the employee set forth on the Grant Notice (“Employee”).

PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • March 16th, 2005 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware

THIS PHANTOM STOCK AGREEMENT (this “Agreement”) is made as of the effective date set forth on the attached notice of grant (the “Grant Notice”), between GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and the employee set forth on the Grant Notice (“Employee”).

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