Group 1 Automotive, Inc. Aircraft Usage Policy

This policy governs the use of commercial and private Group 1 corporate aircraft (the "aircraft") by Group 1 associates and their guests. Any use of the aircraft must be approved by the Chairman of the Board or the President and CEO of Group 1 Automotive.

of top executives or board members are traveling together should be avoided. A point system will be used to determine who may fly together on either Group 1 corporate aircraft or any commercial flight (domestic or international) (see Appendix B). In addition to the point system set forth on Appendix B, it shall be expressly prohibited for the Chief Executive Officer to travel on any aircraft (private or commercial) with either the President (if different than the CEO) or the President-US Operations. Additionally, no more than three non-CEO directors may travel on the same private aircraft with the Chief Executive Officer, and no more than four directors should travel together on the same private aircraft.

Where the company-provided airplane is used for personal purposes (including entertainment) by employees, their relatives or other individuals accompanying them, the value of the trip(s) must generally be included in the taxable income of the employee, unless the individual repays the company using a method generally acceptable to the IRS (SIFL rate). In November of 2007, the Compensation Committee of the Board approved the personal use of the aircraft by Earl Hesterberg, the President and CEO, for up to 40 hours per year, provided that Mr. Hesterberg reimburse the company using the generally accepted rate cited above.

The Jobs Creation Act of 2004 added a provision to limit the company’s deductions in the case of personal use by specified individuals (including corporate officers) of corporate aircraft to the amount the individual includes as taxable compensation. Based on IRS procedures, companies must determine all expenses relating to the aircraft based on occupied seat hours or occupied seat miles flown, and allocate these expenses to any personal use by specified individuals, their relatives and other companions.

Where a spouse, dependent or other individual accompanies the employee on a trip that is a qualified business trip for the employee, their expenses will be considered personal and therefore taxable to the employee unless it can be established that there was a bona fide business purpose for them to make the trip (and substantiation requirements are met). This is a facts and circumstances determination, to be determined by the Chairman of the Board and President and CEO.

Where expenses for the personal use of a company aircraft are attributable to an employee that is subject to the excess compensation limitations under Section 162(m) of the Internal Revenue Code of 1986, the company’s deduction will be disallowed to the extent that the employee’s income (including the expenses attributable to personal use of the aircraft) exceed the annual $1 million excess compensation threshold.

In determining who may fly together on the aircraft, consideration must be given to succession risk. The following point system will help determine if passengers should be scheduled on alternative forms of transportation to minimize these risks. Any score over 100 requires the approval of the Chairman of the Board of Directors. Absent such approval, the trip planner shall be required to re-schedule the trip to get the score below 100.