EX-10.3





EXHIBIT
10.3





[Company Letterhead]




January 28, 2009




ESL Investments, Inc

200 Greenwich Avenue

Greenwich, CT 06830

Attention: William C. Crowley




                    RE:     ESL Voting Agreement




Dear Mr. Crowley:




     Reference is made to that certain letter agreement, dated as of the date hereof (the
“Honda Consent”), among American Honda Motor Co., Inc. (“American Honda”),
AutoNation, Inc. (“AutoNation”) and the ESL Parties (as defined in the Honda Consent) and
to that certain letter agreement, dated as of the date hereof (the “Toyota Consent”), among
Toyota Motor Sales, U.S.A., Inc. (“Toyota”), AutoNation and ESL (as defined in the Toyota
Consent).



     For the period provided in Section 3 below, notwithstanding any provision to the contrary
contained in the Honda Consent and Toyota Consent and at such time as ESL Investments, Inc. and any
person, entity or group that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, ESL Investments, Inc. (for the avoidance of
doubt, other than AutoNation and its subsidiaries) (together with ESL Investments, Inc., the
“ESL Affiliated Parties”) own forty-five percent (45%) or more of the outstanding common
stock, par value $0.01 per share, of AutoNation (the “Common Stock”):




	 	1.	 	At each meeting of the stockholders of AutoNation, whether an annual meeting or
a special meeting, however called, and at each adjournment or postponement of any such
meeting (a “Stockholders’ Meeting”), and in all other circumstances in which a
vote, consent or other approval (including, without limitation, by written consent) is
sought by or from the stockholders of AutoNation (any such vote, consent or approval, a
“Stockholders’ Consent”), the ESL Affiliated Parties shall appear at such
Stockholders’ Meeting or otherwise cause all shares of Common Stock owned by the ESL
Affiliated Parties to be counted as present for the purpose of establishing a quorum.




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	 	2.	 	At each Stockholders’ Meeting and in connection with the execution of each
Stockholders’ Consent, all shares of Common Stock owned by the ESL Affiliated Parties
in excess of forty-five percent (45%) of the then outstanding Common Stock on the
applicable record date (the “Additional Shares”)
shall be voted on each matter proposed in the same proportion as all outstanding shares of Common
Stock not owned by the ESL Affiliated Parties are actually voted on such matter (it
being understood that, in connection with any Stockholders’ Consent, shares of
Common Stock not owned by the ESL Affiliated Parties that abstain or are not present
will be treated as shares abstaining or not present, as the case may be).
	 
	 	3.	 	This letter agreement shall commence as of the date first set forth above and
shall continue in full force and effect until January 28, 2010 unless the parties
mutually agree to extend the agreement. The termination of this letter agreement shall
have no effect on the Honda Consent or the Toyota Consent.





     The terms of this letter agreement shall be governed by and construed according to the laws of
the State of Delaware without applying its conflicts of law principles.



*     *     *     *




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     This letter agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument. 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,





AUTONATION, INC.

 	 
	 	/s/ Michael E. Maroone
 	 
	 	Michael E. Maroone, President 	 
	 	 	 
	 



AGREED TO AS OF THE DATE

FIRST WRITTEN ABOVE:




ESL INVESTMENTS, INC.

(on behalf of itself and the other ESL Affiliated Parties)




	 	 	 	 	 
	 	 	 
	/s/ William C. Crowley
 	 
	William C. Crowley, President & Chief Operating Officer 	 
	 	 	 
	 




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