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                                                                    EXHIBIT 10.1

                             UNITED AUTO GROUP, INC.
                            MANAGEMENT INCENTIVE PLAN
                            (EFFECTIVE JULY 1, 2003)

1.   PURPOSE. The purpose of the United Auto Group, Inc. Management Incentive
     Plan is to advance the interests of United Auto Group, Inc., and its
     stockholders by motivating key personnel of the Company to take actions
     that will promote the Company's long-term success and growth.

2.   DEFINITIONS

     (a)  "Award" means an award entitling a Participant to receive incentive
          compensation subject to the terms and conditions of the Plan.

     (b)  "Board" means the Company's Board of Directors.

     (c)  "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee" means the Compensation and Management Development
          Committee of the Board or any subcommittee thereof delegated by the
          Compensation and Management Development Committee to administer the
          Plan, or any other committee appointed by the Board to administer the
          Plan; provided, however, that in any event the Committee shall be
          comprised of not less than two directors of the Company, each of whom
          shall qualify as an "outside director" for purposes of Section 162(m)
          of the Code and Section 1.162-27 (e) (3) of the Regulations.

     (e)  "Common Stock" means shares of common stock, par value $.0001 per
          share, of the Company.

     (f)  "Company" means United Auto Group, Inc., a Delaware corporation.

     (g)  "Fair Market Value" means the fair market value of a share of Common
          Stock as determined by the Committee from time to time. Unless
          determined otherwise by the Committee, the fair market value shall be
          the closing price of the Common Stock on the New York Stock Exchange
          on the relevant date or, if no sale occurred on such date, the closing
          price on the nearest preceding date on which sales occurred.

     (h)  "Officer" means a Participant who is an officer of the Company.

     (i)  "Participant" means a key employee of the Company or a Subsidiary who
          is selected by the Committee to participate in the Plan.

     (j)  "Performance Objectives" means the performance objectives established
          pursuant to this Plan for Participants who have received Awards.
          Performance Objectives may be described in terms of Company-wide
          objectives or objectives that are related to the performance of the
          individual Participant or the Subsidiary, division, region, product
          line,


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          department or function in which the Participant is employed or which
          is managed by the Participant. Any Performance Objectives applicable
          to a Qualified Performance-Based Award shall be limited to specified
          levels of or increases or decreases in return on equity, earnings per
          share, total earnings, earnings growth, earnings from continuing
          operations, return on capital, return on assets, gross profit,
          earnings before interest and taxes, sales, sales growth, gross margin,
          cost reduction goals, fixed cost coverage measurements (including, but
          not limited to, the ratio of service and parts revenues to operating
          costs), return on investment, increase in the fair market value of the
          Common Stock, share price (including, but not limited to, growth
          measures and total stockholder return), market capitalization,
          operating profit, net income, cash flow (including, but not limited
          to, operating cash flow and free cash flow), financial return ratios,
          total return to shareholders, market share, earnings measures/ratios,
          balance sheet measurements (including, but not limited to, debt to
          equity ratios and inventory or receivable turnover), human resources
          measurements (including, but not limited to, measurements of employee
          turnover, workers' compensation costs and employee satisfaction),
          internal rate of return, unit sales, same store sales, customer
          satisfaction and productivity. If the Committee determines that a
          change in the business, operations, corporate structure or capital
          structure of the Company, or the manner in which it conducts its
          business, or other events or circumstances render the Performance
          Objectives unsuitable, the Committee may modify such Performance
          Objectives or the related minimum acceptable level of achievement, in
          whole or in part, as the Committee deems appropriate and equitable;
          provided however that in the case of a Qualified Performance-Based
          Award, such modification is only permitted to the extent prescribed by
          Section 162(m) of the Code and the Regulations.

     (k)  "Performance Period" means a period determined by the Committee which
          shall be used for purposes of determining whether Awards are earned by
          Participants.

     (l)  "Performance Target" means a target level of performance, based on one
          or more Performance Objectives, established for a Performance Period
          in accordance with Section 4.

     (m)  "Plan" means the United Auto Group, Inc. Management Incentive Plan, as
          stated herein, and as amended from time to time.

     (n)  "Qualified Performance-Based Award" means an Award or portion of an
          Award to an Officer that is intended to satisfy the requirements for
          "qualified performance-based compensation" under Code Section 162(m).
          The Committee shall designate any Qualified Performance-Based Award as
          such at the time of grant.

     (o)  "Regulations" means the Treasury Regulations promulgated under the
          Code, as amended from time to time.

     (p)  "Retirement" means termination of employment with the Company or a
          Subsidiary after completing at least 5 years of continuous employment
          and attaining age 60.





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     (q)  "Subsidiary" means a corporation or other entity (i) more than fifty
          percent (50%) of whose outstanding shares or securities (representing
          the right to vote for the election of directors or other managing
          authority) are, or (ii) which does not have outstanding shares or
          securities (as may be the case in a Partnership, joint venture or
          unincorporated association), but more than fifty percent (50%) of
          whose ownership interest (representing the right generally to make
          decisions for such other entity) is, now or hereafter owned or
          controlled directly or indirectly by the Company.

2.   PARTICIPATION. For each Performance Period, the Committee shall designate
     those key employees of the Company and its Subsidiaries who shall receive
     Awards under the Plan. Selection for participation for one Performance
     Period shall not confer on a Participant the right to participate in the
     Plan for any other Performance Period.

3.   AWARDS. For each Performance Period, each Participant shall receive an
     Award entitling the Participant to receive cash incentive compensation or
     other incentive compensation (including common stock or other awards under
     the United Auto Group, Inc. 2002 Equity Plan (or similar plan)) upon the
     attainment of one or more Performance Targets. The Committee may establish
     different terms for Awards for different Participants or groups of
     Participants. The amount of compensation payable under an Award may be
     stated as a dollar amount or as a percentage of the Participant's base
     compensation. The Committee may provide for a threshold level of
     performance below which no amount of compensation will be paid and a
     maximum level of performance above which no additional amount of
     compensation will be paid, and it may provide for the payment of differing
     amounts of compensation for different levels of performance.
     Notwithstanding any other provision of the plan to the contrary, the
     Committee retains the absolute discretion to reduce the amount of any
     incentive compensation that would be otherwise payable to a participant
     (including a reduction in such amount to zero).

4.   ESTABLISHMENT OF PERFORMANCE TARGETS. Within the first twenty-five percent
     (25%) of each Performance Period, the Committee shall establish one or more
     Performance Targets for that Performance Period.

5.   PAYMENT OF AWARDS. Within ninety (90) days following the end of each
     Performance Period, the Committee shall determine whether the Performance
     Targets for such Performance Period have been satisfied and shall certify
     its determination in approved minutes of the Committee meeting held for
     such purpose. If the Committee certifies that one or more Performance
     Targets for a Performance Period have been achieved, all compensation
     payable in respect of Awards subject to such Performance Target shall be
     paid to Participants as soon as reasonably practicable thereafter (subject
     to the limitations set forth in paragraph 3); provided, however, that the
     Committee may permit the deferral of such compensation under a deferred
     compensation plan of the Company or a Subsidiary. If a Performance Target
     for a Performance Period is not achieved, the Committee in its sole
     discretion may determine that all or a portion of any Award shall be deemed
     to be earned based on such criteria as the Committee deems appropriate,
     including without limitation individual performance or the performance of
     the Subsidiary or business division employing the Participant; provided,
     however, that the Committee shall not have such discretion with respect to
     any Qualified


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     Performance-Based Award. Any Award that is not considered earned in
     accordance with this Section shall be forfeited.

6.   PARTIAL PARTICIPATION. Unless the Committee shall determine otherwise, the
     rules and procedures for partial participation shall be consistent with the
     following:

     (a)  EMPLOYMENT TERMINATION. If a Participant terminates employment with
          the Company before payment of Awards are made for a Performance Period
          for reasons other than death, disability or Retirement, any Award
          granted to the Participant in respect of that Performance Period shall
          be forfeited and cancelled.

     (b)  DEATH, DISABILITY OR RETIREMENT. A Participant whose employment
          terminates during a Performance Period because of death, disability or
          Retirement may, under such rules as the Committee may from time to
          time prescribe, be eligible for consideration for a pro-rata Award
          based on the period of active employment during the Performance
          Period.

     (c)  LEAVE OF ABSENCE. A Participant who is on a leave of absence other
          than a personal leave for more than ninety (90) consecutive days
          during the Performance Period, or who is on a personal leave of
          absence for more than thirty (30) consecutive days, shall forfeit any
          portion of an Award attributable to said period of leave pursuant to
          such rules as the Committee may establish.

7.   MAXIMUM AMOUNT OF QUALIFIED PERFORMANCE-BASED AWARDS. The maximum dollar
     amount of compensation that may be paid to any Participant in respect of
     Qualified Performance-Based Awards for a single fiscal year shall be
     $5,000,000.

8.   ADJUSTMENTS. To the extent that a Performance Target is based on an
     increase in the Fair Market Value of the Common Stock, in the event of any
     stock dividend, stock split, combination of shares, recapitalization or
     other change in the capital structure of the Company, any merger,
     consolidation, spin-off, reorganization, partial or complete liquidation or
     other distribution of assets (other than a normal cash dividend), issuance
     of rights or warrants to purchase securities or any other corporate
     transaction having an effect similar to any of the foregoing, then the
     Committee may make or provide for such adjustments in such Performance
     Target as the Committee in its sole discretion may in good faith determine
     to be equitably required in order to prevent dilution or enlargement of the
     rights of Participants.

9.   TAX WITHHOLDING. The Company shall be entitled to withhold from any payment
     made under the Plan the full amount of any required federal, state or local
     taxes.

10.  NONTRANSFERABILITY OF BENEFITS. A Participant may not assign or transfer
     any interest in an Award. Notwithstanding the foregoing, upon the death of
     a Participant, the Participant's rights and benefits under the Plan shall
     pass by will or by the laws of descent and distribution.




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11.  ADMINISTRATION AND INTERPRETATION. The Committee shall have complete
     authority to interpret the Plan, to prescribe rules and requirements
     relating to it, and to make all determinations necessary or advisable in
     the administration of the Plan, including, without limitation, the amending
     or altering of the Plan as may be required to comply with or conform to any
     federal, state or local laws or regulations.

12.  AMENDMENT AND TERMINATION OF PLAN. The Committee may at any time terminate
     the Plan and may at any time and from time to time amend or modify the Plan
     in any respect; provided, however, that no amendment shall be effective
     without approval of the stockholders of the Company if the amendment would
     increase the maximum amount of compensation payable to a Participant in any
     Performance Period pursuant to Qualified Performance-Based Awards as
     specified in Section 7. Neither the termination of the Plan nor any
     amendment to the Plan shall reduce benefits accruing under Awards granted
     prior the date of such termination or amendment.

13.  GOVERNING LAW. The Plan shall be governed and construed in accordance with
     the laws of the State of Michigan. As a condition to eligibility to receive
     an Award under the Plan, each Participant irrevocably consents to the
     exclusive jurisdiction of the courts of the State of Michigan and of any
     federal court located in the Eastern District of Michigan in connection
     with any action or proceeding arising out of or relating to this Plan, any
     document or instrument delivered pursuant to or in connection with this
     Plan, or any alleged breach of this Plan or any such document or
     instrument.

14.  EFFECTIVE DATES AND STOCKHOLDER APPROVAL. This Plan shall be effective for
     periods beginning on and after July 1, 2003, provided that no Qualified
     Performance-Based Award shall be effective if the Plan is not approved by a
     vote of the stockholders of the Company at an annual meeting or special
     meeting.

15.  OFFSETS. As a condition to eligibility for an Award, each Participant
     consents to the deduction from the Award of any amounts owed by the
     Participant to the Company to the extent permitted by applicable law.

16.  NO RIGHTS TO CONTINUED EMPLOYMENT. Participation in the Plan does not
     create or constitute an express or implied employment contract between the
     Company and the Participant nor limit the right of the Company to discharge
     or otherwise deal with a Participant without regard to the existence of the
     Plan.

17.  UNFUNDED PLAN. The Plan shall at all times be an unfunded payroll practice
     and no provision shall at any time be made with respect to segregating
     assets of the Company for payment of any Award. No Participant or any other
     person shall have any interest in any particular assets of the Company by
     reason of the right to receive an Award under the Plan and any such
     Participant or any other person shall have only the rights of a general
     unsecured creditor of the Company.


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