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November 29, 2011

Dear Mr. Lentz:

Reference is made to that certain letter agreement (the “Consent Agreement”), dated as of January 28, 2009, as extended and amended from time to time, by and among Toyota Motor Sales, U.S.A., Inc. (“Toyota”), AutoNation, Inc. (“AutoNation”), ESL Investments, Inc. and its investment affiliates set forth on Exhibit A to the Consent Agreement and such other investment affiliates of ESL Investments, Inc. or individuals that have been or may be added as parties to the Consent Agreement from time to time pursuant to paragraph 9 of the Consent Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed thereto in the Consent Agreement.

Each of the parties hereto hereby agrees that:

(i) the phrase “which shall only apply at such time and for so long as ESL Owns more than fifty percent (50%) of the then outstanding Common Stock” shall be deleted from the second paragraph of the Consent Agreement;

(ii) the first sentence of the Consent Agreement shall be amended to read “Reference is made to that certain Framework Agreement, dated as of September 26, 1997 (as amended or supplemented from time to time, the “Framework Agreement”), by and between Toyota Motor Sales, U.S.A., Inc. (“Toyota”) and AutoNation, Inc. (formerly known as Republic Industries, Inc.) (“AutoNation”).”;

(iii) the first sentence of paragraph 7 of the Consent Agreement shall be amended to read “Toyota's consent and waiver pursuant to this letter agreement shall terminate on December 31, 2012 (the “Termination Date”) solely with respect to shares of Common Stock acquired by ESL after the Termination Date, provided that ESL may seek successive annual one-year extensions of the Termination Date and Toyota shall not unreasonably withhold or delay its consent thereto, except that if ESL has owned fifty percent (50%) or less of the outstanding Common Stock for two years preceding the date that ESL seeks an extension hereunder, then Toyota shall have the right to withhold such consent in its sole discretion.”;

(iv) the last sentence of paragraph 7 of the Consent Agreement shall be amended to read “Notwithstanding the foregoing, this letter agreement shall remain in effect so long as ESL continues to Own in excess of forty percent (40%) of the then outstanding Common Stock.”;

(v) paragraph 8 of the Consent Agreement shall be amended to read “In the event that ESL no longer Owns in excess of forty percent (40%) of the then outstanding Common Stock (including, without limitation, because of a disposal of shares under Section 2 above), then (a) this letter agreement, and Toyota's consent and waiver hereunder, shall automatically terminate and be of no further force and effect, and (b) Sections 6.1.1 and 10 of the Framework Agreement shall apply to any future acquisition of in excess of fifty percent (50%) of the then outstanding Common Stock by ESL; provided, however, that if (i) the exercise of options to purchase Common Stock and/or (ii) the issuance or vesting of restricted shares of Common Stock causes ESL to no longer Own in excess of forty percent (40%) of the then outstanding Common Stock, then this letter agreement, and Toyota's waiver and consent hereunder, shall continue to be in effect until any subsequent disposition of Common Stock by ESL during the time when ESL's Ownership is not in excess of forty percent (40%) of the then outstanding Common Stock as a result of such exercise, issuance or vesting.”; and

(vi) the Consent Agreement shall be re-numbered and re-lettered as set forth in the Amended and Restated Consent Agreement attached hereto as Exhibit 1 (the “Amended and Restated Consent Agreement”).

Each of the parties hereto hereby reaffirms the terms of the Consent Agreement, as amended by the Amendment and this letter agreement, and as extended by the First Extension Agreement, the Second Extension Agreement and this letter agreement, and agrees that the Consent Agreement, as so amended and extended, shall remain in full force and effect until terminated in accordance with its terms.

This letter agreement (a) may not be amended, waived or modified except by an instrument in writing signed by Toyota, AutoNation and ESL Investments, Inc. and (b) may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but which when taken together shall constitute one and the same letter agreement.

The parties further agree that the Consent Agreement, as amended and extended through the date hereof, shall from and after the date of this letter agreement, be represented by the Amended and Restated Consent Agreement, except as set forth in an instrument in writing signed by Toyota, AutoNation and ESL Investments, Inc.

Please acknowledge your agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this letter.

Very truly yours,

ESL INVESTMENTS, INC.

Name: William C. Crowley

Title: President and Chief Operating Officer

ESL PARTNERS, L.P.

Name: William C. Crowley

Title: President and Chief Operating Officer

ESL INSTITUTIONAL PARTNERS, L.P.

Name: William C. Crowley

Title: President and Chief Operating Officer

ESL INVESTORS, L.L.C.

Name: William C. Crowley

Title: President and Chief Operating Officer

CBL PARTNERS, L.P.

Name: William C. Crowley

Title: President and Chief Operating Officer

TYNAN, LLC

Name: William C. Crowley

Title: Manager

RBS PARTNERS, L.P.

Name: William C. Crowley

Title: President and Chief Operating Officer

RBS INVESTMENT MANAGEMENT, L.L.C.

Name: William C. Crowley

Title: President and Chief Operating Officer

EDWARD S. LAMPERT

/s/ Edward S. Lampert    

Edward S. Lampert

WILLIAM C. CROWLEY

/s/ William C. Crowley    

William C. Crowley

ACKNOWLEDGED AND AGREED TO

AS OF THE DATE FIRST WRITTEN ABOVE:

James Lentz, President

Michael E. Maroone, President

January 28, 2009, amended and restated as of

November 29, 2011

Dear Sir or Madam:

Reference is made to that certain Framework Agreement, dated as of September 26, 1997 (as amended or supplemented from time to time, the “Framework Agreement”), by and between Toyota Motor Sales, U.S.A., Inc. (“Toyota”) and AutoNation, Inc. (formerly known as Republic Industries, Inc.) (“AutoNation”). Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed thereto in the Framework Agreement.

At each Stockholders' Meeting and in connection with the execution of each Stockholders' Consent, in either case at such times that ESL Owns in excess of fifty percent (50%) of the then outstanding Common Stock, all shares of Common Stock Owned by ESL in excess of fifty percent (50%) of the then outstanding Common Stock (the “Additional Shares”) on the applicable record date shall be voted on each matter proposed in the same proportion as all outstanding shares of Common Stock not Owned by ESL are actually voted on such matter (it being understood that, in connection with any Stockholders' Consent, shares of Common Stock not Owned by ESL that abstain or are not present will be treated as shares abstaining or not present, as the case may be).

In addition, the Chief Operating Officer of AutoNation shall have sufficient breadth and depth of experience, a relevant, successful automotive track record and extensive successful automotive experience, in each case as determined in the good faith judgment of AutoNation's board of directors. In the event AutoNation's board of directors appoints a Chief Operating Officer who either is not Michael E. Maroone or does not, in the good faith judgment of AutoNation's board of directors, meet the standards in the immediately preceding sentence, Toyota may notify AutoNation of same in writing within sixty (60) days after the public announcement of such appointment. AutoNation will reasonably cooperate with Toyota in Toyota's efforts to obtain information regarding the experience and qualifications of the newly appointed Chief Operating Officer. Within twenty (20) days after receiving Toyota's written notice, AutoNation may initiate the dispute resolution procedures of Exhibit 13 of the Framework Agreement (the “Dispute Resolution”). In the event that AutoNation does not initiate the Dispute Resolution within twenty (20) days, ESL shall be required to dispose of the Additional Shares no later than nine (9) months after receipt of Toyota's notice referred to above, or if AutoNation does initiate the Dispute Resolution within twenty (20) days and if a final determination is made that the Chief Operating Officer does not meet the foregoing requirements, ESL shall be required to dispose of the Additional Shares not later than nine (9) months after the conclusion of the Dispute Resolution (in either case, the relevant nine (9) month period being the “Disposal Period”).

In the event that, notwithstanding the foregoing, ESL fails to dispose of the Additional Shares under the circumstances required by the preceding

paragraph (a) within the Disposal Period or (b) within nine (9) months after the conclusion of the Disposal Period, then until ESL disposes of the Additional Shares, all shares of Common Stock Owned by ESL in excess of twenty-five percent (25%) in the case of clause (a) above, or in excess of zero percent (0%) in the case of clause (b) above, of the then outstanding Common Stock on the applicable record date for any AutoNation Stockholders' Meeting or Stockholders' Consent shall be voted on each matter proposed in the same proportion as all outstanding shares of Common Stock not Owned by ESL are actually voted on such matter (it being understood that, in connection with any Stockholders' Consent, shares of Common Stock not Owned by ESL that abstain or are not present will be treated as shares abstaining or not present, as the case may be).

ESL shall not purchase any Common Stock after the commencement of the Disposal Period. In the event ESL fails to dispose of the Additional Shares by the end of the Disposal Period, ESL hereby consents to the entry of a court order directing ESL to comply with the voting restrictions set forth in the preceding paragraph pending such disposition. ESL shall reimburse Toyota for Toyota's reasonable attorneys' fees in obtaining or enforcing such court order.

This letter constitutes Toyota's consent to the ESL Acquisition to the extent any such consent is required under any Toyota Dealer Agreement or Lexus Dealer Agreement. Other than as set forth in the preceding sentence, nothing in this letter shall constitute a waiver or modification of any party's rights or remedies under, or any other provision in, any Dealer Agreements; provided that the terms of this letter agreement shall supersede any terms of the Dealer Agreements to the extent of any contrary provisions but only for so long as this letter agreement is in effect.

This letter agreement (a) may not be amended, waived or modified except by an instrument in writing signed by Toyota, AutoNation and ESL Investments, Inc. and (b) may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but which when taken together shall constitute one and the same letter agreement. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by Toyota, AutoNation or ESL (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this letter agreement shall be binding upon, inure to the benefit of and be enforceable by Toyota, AutoNation and ESL and their respective successors and assigns.

Please acknowledge your agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this letter.

ESL Partners, L.P.

ESL Institutional Partners, L.P.

ESL Investors, L.L.C.

CBL Partners, L.P.

Tynan, LLC

RBS Partners, L.P.

RBS Investment Management, L.L.C.

Edward S. Lampert

William C. Crowley

- Excellent communication and interpersonal skills

- Tone from the top - ability to set the right standard of conduct for the organization

- Ability to motivate retail store leadership

- Ability to align organization and motivate management to implement strategy

- Ability to leverage scale and implement standardized processes

- Ability to develop store leadership

- Ability to drive strategic plan to increase customer loyalty and profitability

- Excellent communication and people skills

- Ability to motivate store leadership