Exhibit 10.47
 FIRST AMENDMENT
TO THE
SONIC AUTOMOTIVE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SERP)
      1.
    
    Section 2.25, Retirement Benefit, is deleted in its entirety and replaced by:2.25 Retirement Benefit. Retirement Benefit means the vested portion of the
Accrued Benefit payable to a Participant pursuant to the provisions of Article V of the Plan
following the Participants Normal Retirement.2.
    
    Section 5.1(a), Retirement Benefit, is deleted in its entirety and replaced by:(a) Retirement Benefit. Upon the Participants Normal Retirement, he or she shall be
entitled to a Retirement Benefit, which shall be determined as of the first day of the month
following the Participants Separation from Service.3.
    
    SCHEDULE A is deleted in its entirety, to be replaced by the Amended and Restated
SCHEDULE A, including the Amended and Restated SCHEDULE A-1, attached hereto as EXHIBIT A.
  SONIC AUTOMOTIVE, INC.By:Title:




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EXHIBIT A
Amended and Restated
Schedule A
 1.
    
    Accrued Benefit.
 (a)
    
    The Accrued Benefit for a Tier 1 Participant shall be fifty percent (50%)
of such Participants Final Average Salary, determined in the sole discretion of
the Committee.(b)
    
    The Accrued Benefit for a Tier 2 Participant shall be forty percent (40%)
of such Participants Final Average Salary, determined in the sole discretion of
the Committee.(c)
    
    The Accrued Benefit for a Tier 3 Participant shall be thirty-five percent
(35%) of such Participants Final Average Salary, determined in the sole discretion
of the Committee.
 2.
    
    Payment Schedule for Benefits other than Death Benefit. The Payment Schedule for the
Retirement Benefit, Termination Benefit and Disability Benefit shall be annual installment
payments in substantially equal amounts to the Participant and/or (if applicable) to the
Participants spouse for the duration of the benefit payment period. The benefit payment
period is fifteen (15) years. Payments are made to the Participant unless the Participant
dies during the benefit payment period leaving a spouse surviving him or her, in which case
payments continue to be made to the surviving spouse for the remainder of the benefit payment
period.3.
    
    Reduction of Accrued Benefit for Early Separation from Service. Except as provided
in Schedule A-1, the Accrued Benefit for purposes of determining the Termination Benefit shall
be calculated by beginning with the amount of the vested Retirement Benefit and then reducing
that amount by ten percent (10%) for each year the Participants payment commencement date
precedes the earliest date that such Participant would have qualified for Normal Retirement
(e.g., the earlier of attainment of age 65 or age 55 with at least ten Years of Service).4.
    
    Vesting. Except as provided in Schedule A-1, Participants will vest in their Accrued
Benefit according to the applicable schedule as follows:
 Years of Plan Service
    
    Percent VestedLess than 1
    
    
    0
    %At least 1 but less than 2
    
    
    20
    %At least 2 but less than 3
    
    
    40
    %At least 3 but less than 4
    
    
    60
    %At least 4 but less than 5
    
    
    80
    %5 or more
    
    
    100
    %
 5.
    
    Accelerated Vesting. The foregoing notwithstanding, Participants will become 100%
vested in their Accrued Benefit upon death prior to Separation from Service, Disability prior
to Separation from Service, or upon a Change in Control prior to Separation from Service.




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Amended and Restated
 Schedule A-1
 Special Provisions Applicable to David Cosper
 1.
    
    No Reduction of Accrued Benefit for Early Separation from Service. Section 3 of
Schedule A shall not apply to Mr. Cospers Accrued Benefit.2.
    
    Special Vesting Schedule. Notwithstanding the vesting schedule in Section 4 of
Schedule A, Mr. Cosper will vest in his Accrued Benefit according to the applicable schedule
as follows:
 Years of Plan Service
    
    Percent VestedLess than 2
    
    
    0
    %At least 2 but less than 4
    
    
    20
    %At least 4 but less than 6
    
    
    50
    %At least 6 but less than 8
    
    
    75
    %8 or more
    
    
    100
    %
 3.
    
    Accelerated Vesting. The foregoing notwithstanding, Mr. Cosper will become 100%
vested in his Accrued Benefit upon death prior to Separation from Service, Disability prior to
Separation from Service, or upon a Change in Control prior to Separation from Service.