EIGHTH AMENDMENT TO GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN

EXHIBIT 10.1

EIGHTH AMENDMENT TO

GROUP 1 AUTOMOTIVE, INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS , GROUP 1 AUTOMOTIVE, INC. (the “Company”) has heretofore adopted the GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN (the “Plan”);

WHEREAS , the Company desires to designate certain subsidiaries of the Company located in the United Kingdom as Participating Companies of the Plan; and

WHEREAS , the Company desires to amend the Plan in certain respects;

NOW, THEREFORE , the Plan is hereby amended as follows:

1.        The phrase “Except as provided in subparagraph 10(b),” at the beginning of the first sentence of Section 10(a) of the Plan shall be deleted.

2.        Section 10(b) of the Plan shall be deleted.

3.        The attached Exhibit A shall be added as an appendix to the Plan.

IN WITNESS WHEREOF, the undersigned has caused these presents to be executed this 8th day of August, 2007, effective for all purposes as provided above.