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                                                                   EXHIBIT 10.25

                              AMENDED AND RESTATED
                             UNITED AUTO GROUP, INC.
                     NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                                DECEMBER 10, 2003

I.   INTRODUCTION AND DEFINITIONS

     A.   Purpose. The purpose of this Plan is to promote the interests of
          United Auto Group, Inc. and its affiliates and stockholders by helping
          to attract and retain highly qualified non-employee directors. This
          Plan amends and restates the Second Amended and Restated United Auto
          Group, Inc. Non-Employee Director Compensation Plan adopted by the
          Board of Directors on December 11, 2002.

     B.   Definitions. Unless the context clearly indicates otherwise, the
          following terms, when used in the Plan, shall have the meanings set
          forth in this section:

          1.   "Board" shall mean the Board of Directors of the Company.

          2.   "Company" shall mean United Auto Group, Inc., a Delaware
               corporation, and any successor corporation.

          3.   "Director" shall mean a member of the Board.

          4.   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               amended.

          5.   "Non-Employee Director" shall mean a Director who is not also a
               salaried employee of the Company or any of its subsidiaries.

          6.   "Payment Date" shall mean a date selected by the Board which
               falls within the first quarter of the year following the year in
               which a Non-Employee Director served on the Board.

          7.   "Plan" shall mean this Amended and Restated United Auto Group,
               Inc. Non-Employee Director Compensation Plan, as set forth herein
               and as it may be amended from time to time.

          8.   "Stock" shall mean shares of the Voting Common Stock of the
               Company, par value $0.0001 per share.

II.  NON-EMPLOYEE DIRECTOR FEES

     A.   Fee. Each Non-Employee Director shall be paid for each year or partial
          year of service a fee of $40,000 (pro rated for partial years) (the
          "Fee").

     B.   Manner of Payment. The Non-Employee Director must annually elect
          whether to receive the Fee in the form of cash or Stock. This election
          must be received by

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          the Company on or before March 1 (the "Election Date") of each year.
          Once made, this election is irrevocable for such year.

     C.   Payment Date. That portion of the Fee not deferred shall be paid on
          the Payment Date. If a Non-Employee Director fails to elect the manner
          of payment of the Fee by the Election Date, or if a Non-Employee
          Director's election to receive the Fee in Stock has not been
          previously approved by the Board, then that Non-Employee Director's
          Fee shall be payable in Cash.

     D.   Election to Receive Fee in Stock

               1.   A Non-Employee Director's election to receive the Fee in
                    Stock must be approved by the Board prior to the Payment
                    Date.

               2.   If a Non-Employee Director's election is approved by the
                    Board, then the Non-Employee Director's Fee, if not
                    deferred, shall be paid in shares of Stock or, if deferred,
                    then payable in Units, the number of which will be
                    determined as follows: by dividing the Fee, (or the prorated
                    portion for partial years) by the average of the closing
                    market price of the Stock as reported on the New York Stock
                    Exchange for the 20 trading days immediately preceding and
                    including the Payment Date.

               3.   Such shares of Stock shall not be subject to any transfer or
                    resale restrictions other than those applicable under
                    federal and state securities laws.

               4.   If a Non-Employee Director becomes a member of the Board
                    after the Election Date, then such Director may elect to
                    receive the Fee in the form of Stock on the Payment Date by
                    making such election within 30 days after becoming a
                    Director, provided that such election shall be subject to
                    approval by the Board.

III. DEFERRAL OF NON-EMPLOYEE DIRECTOR FEE.

     A.   Introduction: Non-Employee Directors, on an individual basis, may
          defer all or part of their Fee until such time as their service on the
          Board terminates.

     B.   Manner of Deferral: On or before the Election Date, a Non-Employee
          Director may elect to defer all or a portion of the Fee (the "Deferred
          Fee"). Such election shall be irrevocable for the period of service
          for which the Fee is payable. The Deferred Fee will be credited to the
          Non-Employee Director's deferred fees account (the "Deferred Fees
          Account") as of the Payment Date and accounted for pursuant to the
          manner of payment elected by the Non-Employee Director until fully
          paid out.

     C.   Deferral of Stock: If a Non-Employee Director elects to receive the
          Fee in Stock, the payment of which has been deferred in whole or in
          part, then the Non-

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          Employee Director's Deferred Fees Account will be credited with the
          number of stock units ("Units"), calculated to the nearest thousandths
          of a Unit, determined by dividing the amount of the Deferred Fee by
          the average of the closing market price of the Stock as reported on
          the New York Stock Exchange for the 20 trading days immediately
          preceding and including the Payment Date. The Non-Employee Director's
          Deferred Fees Account will also be credited with the number of Units
          determined by multiplying the number of Units in the Non-Employee
          Director's Deferred Fees Account by any per share cash dividends
          declared by the Company on its Stock and dividing the product by the
          closing market price of the Stock as reported on the New York Stock
          Exchange on the related dividend payment date, and also by multiplying
          the number of Units in the Non-Employee Director's Deferred Fees
          Account by any stock dividends declared by the Company on its Stock.

     D.   Deferral of Cash: If a Non-Employee Director elects to receive the Fee
          in cash, the payment of which has been deferred in whole or in part,
          then the Non-Employee Director's Deferred Fees Account (a) will be
          credited on the Payment Date in an amount equal to the Deferred Fee,
          and (b) will be credited as of the end of each calendar quarter
          additional compensation equal to interest on the amounts credited to
          such account from the date credited (or the end of the preceding
          quarter, if later) to the end of such quarter at the rate of interest
          payable on the last issue of U.S. 90-day Treasury Bills made prior to
          the end of such quarter, as published in the Wall Street Journal.

     E.   Recapitalization: If, as a result of a recapitalization of the Company
          (including stock splits), the Company's outstanding shares of Stock
          shall be changed into a greater or smaller number of shares, the
          number of Units credited to a Non-Employee Director's Deferred Fees
          Account shall be appropriately adjusted on the same basis.

     F.   Distribution of Deferred Fees.

          1.   Upon a Non-Employee Director's retirement, death or other
               termination of his membership on the Board (collectively,
               "Termination"), the Non-Employee Director shall receive the
               amount credited to his Deferred Fees Account in five
               substantially equal annual installments commencing on the first
               Payment Date following the Non-Employee Director's Termination
               (the "Installment Payment Date"). Upon request of the
               Non-Employee Director, and subject to the Board's approval,
               distributions may be made in a lump sum following the
               Non-Employee Director's Termination or in installments, equal or
               otherwise, more rapidly than provided in this paragraph.

          2.   Survivor Payout Elections. In the event of a Non-Employee
               Director's death prior to receiving all entitled deferred
               payments, the value of the Deferred Fees Account on the date of
               the Non-Employee Director's death shall be determined and paid to
               the beneficiary(s) designated by the Non-Employee Director (or,
               failing such designation, to the Non-Employee Director's estate)

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               in accordance with the installment schedule set forth in
               paragraph F(1) above, unless the Non-Employee Director has
               elected to have the remaining payments made in a single lump sum
               upon his death, in which case a lump sum payment will be made to
               the designated beneficiaries or the Non-Employee Director's
               estate as soon as practicable after the Non-Employee Director's
               death.

          3.   Form of Payment Elections.

               a)   All installment payments from the Non-Employee Director's
                    Deferred Fees Account shall be in the form of cash.

               b)   Notwithstanding the preceding paragraph, upon request of the
                    Non-Employee Director, and subject to the Board's approval,
                    a Non-Employee Director, former Non-Employee Director, or
                    deceased Non-Employee Director's beneficiary or legal
                    representative may elect at anytime to have any or all
                    payouts, or remaining payouts, of the Non-Employee
                    Director's Deferred Fees Account paid out in cash or in
                    shares of the Stock.

          4.   Determination of Amount of Cash Installment Payments.

               a)   The amount of the first cash installment payment shall be a
                    fraction of the Cash and/or Units in the Non-Employee
                    Director's Deferred Fees Account on the first Installment
                    Payment Date, the numerator of which is one and the
                    denominator of which is the total number of installments
                    elected. Each subsequent installment shall be calculated in
                    the same manner as of each subsequent Installment Payment
                    Date except that the denominator shall be reduced by the
                    number of installments which have been previously paid.

               b)   The amount of cash payable for deferred fees accounted for
                    as Units based on the Company's Stock value will be paid as
                    described above, based on the number of Units in the
                    Non-Employee Director's Deferred Fees Account on the
                    Installment Payment Date multiplied by the closing market
                    price of the Company's Stock as reported on the New York
                    Stock Exchange on the last trading day preceding the
                    Installment Payment Date.

          5.   Determination of Amount of Installment Payments in Shares of
               Stock.

               (a)  The amount of the first installment payment payable in
                    shares of the Stock for deferred fees shall be a fraction of
                    the value of the Cash and/or Units in the Non-Employee
                    Director's Deferred Fees Account on the date of the first
                    Installment Payment Date, the numerator of which is one and
                    the denominator of which is the total number of installments
                    elected. Each subsequent installment shall be calculated in
                    the same manner as of each subsequent Installment Payment
                    Date except that the denominator shall be reduced by the
                    number of installments which have been previously paid.

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               (b)  If a payout to be made in shares of the Stock is based on
                    deferred fees accounted for as Cash, the number of shares
                    payable shall be determined by dividing the amount of cash
                    that would otherwise be payable by the closing market price
                    of the Stock as reported on the New York Stock Exchange on
                    the last trading day preceding the Installment Payment Date.

               (c)  Except for the final installment payment, only whole shares
                    shall be payable, and the value of any fractional share
                    payable shall re retained in the Non-Employee Director's
                    Deferred Fees Account until the final installment payment,
                    at which time the value of any fractional share payable
                    shall be paid in cash, based on the fractional share
                    multiplied by the closing market price of Stock as reported
                    on the New York Stock Exchange on the last trading day
                    preceding the Installment Payment Date.

IV.  GENERAL TERMS

     A.   Unfunded Plan. It is presently intended that the fund constitute an
          unfunded plan for deferred compensation. No provision of the Plan
          shall require the Company, for the purpose of satisfying any
          obligations under the Plan, to purchase units or place any units in a
          trust or other entity to which contributions are made or otherwise to
          segregate any assets, nor shall the Company maintain separate bank
          accounts, books, records, or other evidence of the existence of a
          segregated or separately maintained or administered fund for such
          purposes.

     B.   Effective Date. The Amended and Restated Compensation Plan shall be
          effective upon approval by the Board.

     C.   Amendment and Termination of the Plan. The Board in its discretion may
          terminate the Plan or alter or amend the Plan or any part thereof from
          time to time.

     D.   Rule 16b-3. The terms and conditions of each grant of a Stock or Units
          under the Plan shall be approved in advance by the Board for purposes
          of the exemption from Section 16(b) of the Exchange Act available
          under Rule 16b-3(d)(1) and other applicable rules promulgated under
          Section 16 the Exchange Act.

     E.   Nonassignability. It shall be a condition of this Plan (and all rights
          of each Non-Employee Director and beneficiary shall be subject
          thereto) that no amount payable hereunder shall be assignable in whole
          or in part, either directly or by operation of law except by will or
          the laws of descent or distribution. Further, no right or interest of
          each Non-Employee Director or beneficiary under the Plan shall be
          liable for, or subject to, any obligation or liability of such
          director or beneficiary, including claims for alimony or the support
          of any spouse.

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                   NOTICE OF ELECTION FOR FORM OF PAYMENT FOR
                         NON-EMPLOYEE DIRECTOR SERVICES

TO: (Input Director's Name and Address)

I.   MANNER OF PAYMENT ELECTION

         Pursuant to the United Auto Group, Inc.'s Non-Employee Director
Compensation Plan, for the annual fees payable to me as a Director of the
Company for the year ending December 31, 2003, I hereby irrevocably elect:

[ ]      To receive shares of United Auto Group, Inc. Voting Common Stock, par
         value $0.0001 per share, in lieu of cash in payment of the annual fee.
         The shares should be issued according to instructions set forth below;
         or

[ ]      Cash in payment of the annual fee.

II.  DEFERRAL OPTION ELECTION

         Pursuant to the United Auto Group, Inc.'s Non-Employee Compensation
Plan, I hereby irrevocably elect to defer the amount of the annual fee payable
to me as Director of the Company for the year ended December 31, 2003, as
follows:

         ____% of, or $_____ of my annual fee.

         The amount or percentage of the annual fee deferred shall be in the
manner of payment elected in Section I.

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III. BENEFICIARY

         A. If my membership on the Company's Board of Directors is terminated
by death, or if I shall die after I cease to serve as a Director but before
complete distribution of my Deferred Fees Account, I direct the balance in such
account to be paid to:

                                         ____________________________________
                                         Name of Designated Beneficiary

                                         ____________________________________
                                         Address

                                         ____________________________________
                                         Relationship to Me

___________, 20____                      ____________________________________
Date                                     Director

         B. If my membership on the Company's Board of Directors is terminated
by death, or if I shall die after I cease to serve as a Director but before
complete distribution of my Deferred Fees Account, I direct the balance in such
account to be paid:

  [ ]    In one lump sum to the Designated Beneficiary

  [ ]    In accordance with the Plan's Installment Payment Schedule or the
         schedule previously elected by me and approved by the Board.

IV.  SPECIAL INSTRUCTIONS

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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V.  SIGNATURE

_____________, 20___                     ___________________________________
Date                                     Director

Name: __________________________________________

Address: _______________________________________

         _______________________________________

Social Security Number: ________________________

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