UNITED AUTO GROUP, INC. PROMISSORY NOTE $3,287,896 Little Rock, Arkansas August 1, 1995 FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, United Auto Group, Inc., a Delaware corporation ("UAG"), hereby promises to pay to Steve Landers and John Landers (collectively, the "Landers"), having an address at c/o Steve Landers, 3316 Highway 5, Benton, Arkansas 72015, at such address or at such other place as may be designated in writing by the holders of this Note, the principal sum of $3,287,896 bearing interest at the rate of 8% per annum and payable in sixty (60) equal installments of principal and interest of $66,666.67 on the last day of each month commencing with the last day of the month immediately following the date hereof until the fifth anniversary of such date. This Note is issued pursuant to the Amended and Restated Stock Purchase Agreement, dated July 1, 1995, among UAG, the Landers and certain other parties named therein (the "Purchase Agreement"), and is subject to the provisions, terms and conditions of the Purchase Agreement as well as the provisions, terms and conditions contained herein. This Note is non-negotiable and may not be transferred, assigned, pledged or otherwise disposed of or encumbered by the Landers without the prior written consent of UAG. In addition to and not in limitation of all rights of set-off that UAG may have under applicable law, any amounts claimed by UAG to be owed by the Landers to UAG (or any affiliate of UAG) under the Purchase Agreement or the Documents (as defined in the Purchase Agreement) or any other liability of the Landers (or any affiliate of the Landers) to UAG (or any affiliate of UAG) may be recovered by UAG by a set-off against any amounts due to the Landers under this Note. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Arkansas. UNITED AUTO GROUP, INC. By: /s/Carl Spielvogel -------------------------------- Name: Carl Spielvogel Title: Chairman and Chief Executive Officer