0001558370-21-001299 Sample Contracts

THE NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT
Penske Automotive Group, Inc. • February 19th, 2021 • Retail-auto dealers & gasoline stations

THIS AGREEMENT is the adoption of the Nonqualified Deferred Compensation Plan ("Plan") by Penske Automotive Group, Inc. (the "Company") with an EIN of 22-3086739.

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AMENDMENT NUMBER 2020-2 PENSKE AUTOMOTIVE GROUP 401(K) SAVINGS AND RETIREMENT PLAN
Penske Automotive Group, Inc. • February 19th, 2021 • Retail-auto dealers & gasoline stations

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:

EIGHTH SUPPLEMENTAL INDENTURE ​
Penske Automotive Group, Inc. • February 19th, 2021 • Retail-auto dealers & gasoline stations • New York

Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2021, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

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