FIFTH AMENDMENT TO GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN

FIFTH AMENDMENT TO
GROUP 1 AUTOMOTIVE, INC.
1996 STOCK INCENTIVE PLAN

WHEREAS, GROUP 1 AUTOMOTIVE, INC. (the “Company”) has heretofore adopted the GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN (the “Plan”); and

WHEREAS, the Company desires to amend the Plan to provide for the grant of Phantom Stock Awards;

NOW, THEREFORE, the Plan shall be amended as follows, effective as of March 10, 2005:

1. The last sentence of Paragraph I of the Plan shall be deleted and the following shall be substituted therefor:

“Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constitute Incentive Stock Options, Restricted Stock Awards, Phantom Stock Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee, consultant, advisor, or director as provided herein.”

2. Paragraph II(a) of the Plan shall be deleted and the following shall be substituted therefor:

“(a) ‘Award’ means, individually or collectively, any Option, Restricted Stock Award or Phantom Stock Award.”

3. The following new subparagraphs (p) and (q) shall be added to Paragraph II of the Plan, and each of the subsequent subparagraphs of Paragraph II shall be relettered accordingly:

“(p) ‘Phantom Stock Award’ means an Award granted under Paragraph VIIIA of the Plan.

(q) ‘Phantom Stock Award Agreement’ means a written agreement between the Company and a Holder with respect to a Phantom Stock Award.”

4. The first sentence of Paragraph IV(b) of the Plan shall be deleted and the following shall be substituted therefor:

“Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine which employees, Consultants, or Directors shall receive an Award, the time or times when such Award shall be made, whether an Incentive Stock Option or nonqualified Option shall be granted, and the number of shares to be subject to each Option, Restricted Stock Award or Phantom Stock Award.”

5. The second sentence of Paragraph VI of the Plan shall be deleted and the following shall be substituted therefor:

“An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an Option that is not an Incentive Stock Option, a Restricted Stock Award, a Phantom Stock Award, or any combination thereof.”

6. The following new Article VIIIA shall be added to the Plan immediately following Article VIII thereof:

“VIIIA            PHANTOM STOCK AWARDS

(a) Phantom Stock Awards. Phantom Stock Awards are rights to receive shares of Common Stock (or the Fair Market Value thereof) which vest over a period of time as e