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                                                                   EXHIBIT 10.25


                         AUTOMOTIVE FINANCE CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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                         AUTOMOTIVE FINANCE CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                TABLE OF CONTENTS

<Table>
<Caption>
ARTICLE                                                                                                 PAGE
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<S>                                                                                                       <C>
      INTRODUCTION                                                                                        1

I.    DEFINITIONS.......................................................................................  1

      1.1_   Administrator..............................................................................  1
      1.2    Base Salary................................................................................  1
      1.3    Board......................................................................................  1
      1.4    Bonus......................................................................................  1
      1.5    Change in Control of Company...............................................................  1
      1.6    Company....................................................................................  2
      1.7    Compensation...............................................................................  2
      1.8    Deferral Account...........................................................................  2
      1.9    Effective Date.............................................................................  2
      1.10   Employee...................................................................................  2
      1.11   Employer...................................................................................  2
      1.12   Employer Contribution Account..............................................................  2
      1.13   (Reserved).................................................................................  3
      1.14   Participant................................................................................  3
      1.15   Participant Deferral Contributions.........................................................  3
      1.16   Plan.......................................................................................  3
      1.17   Plan Year..................................................................................  3
      1.18   Subsidiary or Subsidiaries.................................................................  3
      1.19   Trust......................................................................................  3
      1.20   Trustee....................................................................................  3

II.   ELIGIBILITY AND PARTICIPATION.....................................................................  3

      2.1    Initial Eligibility........................................................................  3
      2.2    Change in Eligibility......................................................................  3

III.  CONTRIBUTIONS AND ALLOCATIONS.....................................................................  4

      3.1    Participant Deferral Contributions.........................................................  4
      3.2    Deferral Elections.........................................................................  4
      3.3    Employer Contributions.....................................................................  5
      3.4    Allocation of Contributions and Adjustments................................................  5
</Table>

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<S>   <C>                                                                                                <C>
IV.   INVESTMENT OF CONTRIBUTIONS.......................................................................  6

      4.1    Investments................................................................................  6
      4.2    Unsecured Contractual Rights...............................................................  7

V.    DISTRIBUTIONS.....................................................................................  7

      5.1    Time of Payment of Benefits................................................................  7
      5.2    Manner of Payment of Benefits..............................................................  7
      5.3    Benefit Payment Elections..................................................................  7
      5.4    Vesting....................................................................................  7
      5.5    Death of the Participant and Beneficiary Designations......................................  8
      5.6    Advance Payments to Participants...........................................................  8

VI.   PLAN ADMINISTRATION...............................................................................  9

      6.1    Administration by the Company..............................................................  9
      6.2    Powers and Responsibilities of the Plan Administrator......................................  9
      6.3    Liabilities................................................................................ 10
      6.4    Claims Procedure........................................................................... 10
      6.5    Income and Employment Tax Withholding...................................................... 11
      6.6    Notices.................................................................................... 11

VII.  AMENDMENT AND TERMINATION OF THE PLAN............................................................. 11

      7.1    Amendment of the Plan...................................................................... 11
      7.2    Termination of the Plan.................................................................... 11

VIII. MISCELLANEOUS..................................................................................... 12

      8.1    Governing Law.............................................................................. 12
      8.2    Headings and Gender........................................................................ 12
      8.3    Spendthrift Clause......................................................................... 12
      8.4    Counterparts............................................................................... 12
      8.5    No Enlargement of Employment Rights........................................................ 12
      8.6    Limitations on Liability................................................................... 12
      8.7    Incapacity for Participant or Beneficiary.................................................. 12
      8.8    Corporate Successors....................................................................... 12
      8.9    Evidence................................................................................... 13
      8.10   Action by Employer......................................................................... 13
      8.11   Severability............................................................................... 13
</Table>

                                   ADOPTION OF
                         AUTOMOTIVE FINANCE CORPORATION
                            EXECUTIVE RETIREMENT PLAN

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                                   ADOPTION OF
                         AUTOMOTIVE FINANCE CORPORATION
                            EXECUTIVE RETIREMENT PLAN

     Pursuant to resolutions adopted by the Board of Directors of Automotive
Finance Corporation (the "Company") on May 31, 2001, the undersigned officers of
the Company hereby adopt the Automotive Finance Corporation Supplemental
Executive Retirement Plan, effective as of June 1, 2001, on behalf of the
Company, in the form attached hereto.

     Dated this 31st day of May, 2001.


                                          AUTOMOTIVE FINANCE CORPORATION


                                          By: /s/ John E. Fuller
                                             -------------------
                                                  John E. Fuller
                                                  President

ATTEST:


 /s/ Joel Garcia
------------------
Joel Garcia

Its: Secretary
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                                  INTRODUCTION

     The purpose of this Plan is to permit a select group of management or
highly compensated Employees to elect to defer compensation from the Employers
without regard to the limitations imposed by the Code on the benefits which may
accrue to those Employees under the Employers' tax-qualified retirement plans
and to provide supplemental retirement benefits to help recompense the Employees
for benefits lost due to the imposition of Code limitations on tax-qualified
retirement benefits. It is the intention of the Employers that the Plan shall
constitute an unfunded arrangement maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for federal income tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

                                    ARTICLE I
                                   DEFINITIONS

     Whenever the initial letter of a word or phrase is capitalized herein, the
following words and phrases shall have the meanings stated below unless a
different meaning is plainly required by the context:

     1.1_ "Administrator" means the Company.

     1.2  "Base Salary" means the Participant's annual base salary rate payable
from his Employer as of the first day of the applicable Plan Year, unreduced by
projected salary reduction contributions to be made on behalf of the Participant
under this Plan or under a plan which qualifies under Section 401(k) of the Code
and/or Section 125 of the Code.

     1.3  "Board" means the Board of Directors of the Company.

     1.4  "Bonus" means the annual bonus payable to a Participant under either
(i) the ALLETE Annual Incentive Plan, or (ii) the Automotive Finance Corporation
Management Incentive Program.

     1.5  "Change in Control of the Company" means:

          (a)   Any merger, consolidation, share exchange, or other combination
                or reorganization involving the Company, irrespective of which
                party is the surviving entity, excluding any merger,
                consolidation, share exchange, or other combination involving
                the Company solely in connection with the acquisition by the
                Company of any Subsidiary;

          (b)   Any sale, lease, exchange, transfer, or other disposition of all
                or any substantial part of the assets of the Company;

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          (c)   Any acquisition or agreement to acquire by any person or entity
                (other than an employee pension benefit plan sponsored by the
                Company), directly or indirectly, beneficial ownership of
                twenty-five percent (25%) or more of the outstanding voting
                stock of the Company;

          (d)   During any period of two consecutive years during the term of
                this Plan, individuals who at the Effective Date constitute the
                Board of Directors cease for any reason to constitute at least a
                majority thereof, unless the election of each Director at the
                beginning of such Director's term has been approved by Directors
                representing at least two-thirds of the Directors then in office
                who were Directors on the Effective Date;

          (e)   A majority of the Board or a majority of the shareholders of the
                Company approve, adopt, agree to recommend, or accept any
                agreement, contract, offer, or other arrangement providing for
                any of the transactions described above;

          (f)   The consummation of any series of transactions which result in
                any of the transactions described above; or

          (g)   Any other set of circumstances which the Board determines, in
                its sole discretion, to constitute a Change in Control of the
                Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not
occur as a result of the issuance of stock by the Company in connection with any
public offering of its stock.

     1.6  "Company" means Automotive Finance Corporation.

     1.7  "Compensation" means the Base Salary payable to a Participant by an
Employer during a Plan Year.

     1.8  "Deferral Account" means the individual bookkeeping account maintained
for each Participant in accordance with Section 3.4(a) of the Plan.

     1.9  "Effective Date" means June 1, 2001.

     1.10 "Employee" means any individual who is employed by an Employer.

     1.11 "Employer" or "Employers" means the Company and any Subsidiary which
the Company allows to adopt, and become a participating Employer under, the
Plan.

     1.12 "Employer Contribution Account" means the individual bookkeeping
account maintained for each Participant in accordance with Section 3.4(b) of the
Plan.

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     1.13 (Reserved)

     1.14 "Participant" means a salaried executive Employee of an Employer who
becomes a Participant pursuant to the provisions of Article II of the Plan.

     1.15 "Participant Deferral Contributions" means contributions made to the
Plan pursuant to Section 3.1 by an Employer, at the election of the Participant,
in lieu of receiving all or a portion of his Bonus or Compensation. Although the
term "contribution" is used for ease of reference, credits to Participants'
individual accounts under the Plan are merely credits to a bookkeeping account.

     1.16 "Plan" means the deferred compensation plan embodied herein, as
amended from time to time, known as the Automotive Finance Corporation
Supplemental Executive Retirement Plan.

     1.17 "Plan Year" means the 12-month period beginning each January 1 and
ending on the following December 31, except that the first Plan Year will begin
on the Effective Date and end on December 31, 2001.

     1.18 "Subsidiary" or "Subsidiaries" means a corporation, partnership or
limited liability company, a majority of the outstanding voting stock, general
partnership interests or membership interest, as the case may be, of which is
owned or controlled directly or indirectly, by the Company or by one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock having voting power for the election of directors, or trustees, as the
case may be, whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency.

     1.19 "Trust" means a so-called "rabbi trust" evidenced by a trust agreement
between the Company and the Trustee.

     1.20 "Trustee" means the independent financial institution designated in
the Trust from time to time to hold assets to be used to provide benefits under
the Plan.


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

     2.1  INITIAL ELIGIBILITY. A member of a select group of management or
highly compensated Employees is eligible to become a Participant in the Plan
provided the Employee is designated as a Participant by the Company President in
writing. A designated Employee will become a Participant as of the later of the
Effective Date or the date specified by the Company President.

     2.2  CHANGE IN ELIGIBILITY. A Participant may be removed as an active
Participant by the Company President effective as of any date, so that he will
not be entitled to make deferrals

                                       -3-
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or receive benefit accruals under Article III on or after that date. Amounts
credited to his Deferral Account and to his Employer Contribution Account will
be distributed to such Participant pursuant to Article V.


                                   ARTICLE III
                          CONTRIBUTIONS AND ALLOCATIONS

     3.1  PARTICIPANT DEFERRAL CONTRIBUTIONS. Subject to the terms and
limitations of this Article III, a Participant may elect, pursuant to Section
3.2, to have a portion, not to exceed eighty-five percent (85%), of his Bonus
payable for any Plan Year withheld by his Employer and credited as a Participant
Deferral Contribution under this Plan. A Participant may also elect, pursuant to
Section 3.2, to have a portion, not to exceed twenty-five percent (25%), of that
portion of his Compensation earned subsequent to the date he becomes a
Participant withheld by the Employer and credited as a Participant Deferral
Contribution under this Plan.

     3.2  DEFERRAL ELECTIONS. Participant Deferral Contributions will be
withheld from a Participant's pay in accordance with the following terms and
conditions.

          (a)   REQUIREMENT FOR DEFERRAL ELECTIONS. As a condition to an
                Employer's obligation to withhold and the Administrator's
                obligation to credit Participant Deferral Contributions for the
                benefit of a Participant pursuant to Section 3.1, the
                Participant must complete and file an election form with the
                Administrator (on a form or forms prescribed by the
                Administrator). Provisions may be made by the Administrator for
                separate elections with respect to deferrals of Bonuses and
                Compensation.

          (b)   TIMING OF EXECUTION AND DELIVERY OF ELECTIONS. To be effective
                to defer any portion of a Bonus, an election must be filed with
                the Administrator with respect to that Bonus on or before the
                first day of the Plan Year for which the Bonus is payable. For
                example, an election for the 2002 Bonus, payable in February,
                2003, must be filed on or before January 1, 2002 to be
                effective. To be effective to defer any portion of a
                Participant's Compensation, an election must be filed with the
                Administrator with respect to that Compensation on or prior to
                the first business day of the pay period for which the
                Participant would otherwise be entitled to receive the
                Compensation with respect to which the deferral is being
                requested. For example, to defer Compensation payable during the
                month of January, 2002, an election must be filed on or before
                December 31, 2001.

                In the case of an Employee who becomes a Participant for a Plan
                Year on any day other than the first day of that Plan Year, an
                election to defer any portion of a Bonus or Compensation for
                such Plan Year must be filed with the Administrator no later
                than thirty (30) days after the date he commences participation
                in the Plan.

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          (c)   MODIFICATION OF DEFERRAL ELECTIONS. Once made, a deferral
                election with respect to Bonuses or Compensation will remain in
                effect for future Bonuses and future Compensation, unless the
                election is revoked or a new election filed. The revocation or
                new election for a Bonus must be filed on or before the first
                day of the Plan Year for which the Bonus is payable. The
                revocation or new election for Compensation must be filed on or
                prior to the first business day of the pay period for which the
                Participant would otherwise be entitled to receive the
                Compensation.

     3.3  EMPLOYER CONTRIBUTIONS. For the Plan Year commencing on the Effective
Date, an Employer shall make a contribution for each Participant in its employ
on the first day of such Plan Year in an amount equal to eight percent (8%) of
the Participant's Base Salary for such year. For each Plan Year commencing after
the Effective Date, an Employer shall make a contribution for each Participant
in its employ on the first day of the applicable Plan Year in an amount equal to
five percent (5%) of the Participant's Base Salary for the applicable Plan Year;
provided, however, commencing with the calendar month next following the
calendar month in which a Participant completes one hundred and twenty (120)
months of combined participation in this Plan and the predecessor to this Plan
(the Insured Security Option Plan, or ISOP, maintained by the Company between
March 6, 1998 and March 5, 2001), the foregoing five percent (5%) shall be
increased to eight percent (8%) but such increase shall be applied prospectively
only. For example, if a Participant completes 120 months of combined
participation on June 30, 2008, then the employer contribution under this
subsection for the 2008 Plan Year shall be 5% of his Base Salary from January 1,
2008 to June 30, 2008, and 8% of his Base Salary from July 1, 2008 to December
31, 2008.

     3.4  ALLOCATION OF CONTRIBUTIONS AND ADJUSTMENTS.

          (a)   DEFERRAL ACCOUNT. The Administrator shall establish and maintain
                a Deferral Account in the name of each Participant, to which the
                Administrator shall credit all amounts to be allocated to each
                Participant pursuant to Section 3.1 and from which the
                Administrator shall debit amounts paid to the Participant or his
                designated beneficiary pursuant to Article V.

          (b)   EMPLOYER CONTRIBUTION ACCOUNT. The Administrator shall establish
                and maintain an Employer Contribution Account in the name of
                each Participant, to which the Administrator shall credit all
                amounts to be credited to the Participant pursuant to Section
                3.3 and from which the Administrator shall debit amounts paid to
                the Participant or his designated beneficiary pursuant to
                Article V.

          (c)   ACCOUNTING. Each Plan Year, each Participant's Employer
                Contribution Account shall be credited with the Employer
                contribution accrued by the Participant under Section 3.3 that
                year. In addition, each Participant's

                                       -5-
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                Deferral Account shall be credited with the Participant Deferral
                Contribution made for the Participant under Section 3.1 that
                year. As of the last day of each month (and as of any other date
                selected by the Administrator) both accounts of each Participant
                shall be adjusted as follows:

                (i)   First, by charging a Participant's Deferral and Employer
                      Contribution Accounts with any payments made to or on
                      behalf of that Participant or his designated beneficiary
                      since the last accounting.

                (ii)  Second, for each month prior to January, 2002, by
                      crediting the balances in each Participant's accounts with
                      an amount equal to one-twelfth of eight percent of the
                      account balances determined under the previous step, and
                      for each month subsequent to December, 2001, by crediting
                      the balances in each Participant's accounts with an amount
                      equal to that portion of the monthly investment earnings
                      of the Trust which are attributable to such accounts.

                (iii) Finally, by crediting each Participant's Deferral Account
                      with any Participant Deferral Contributions that are to be
                      credited to his Deferral Account as of that date.

          (d)   CREDITING OF CONTRIBUTIONS. Participant Deferral Contributions
                shall be credited to Participants' Deferral Accounts as of the
                last day of the month in which the Compensation or the Bonus was
                due to be paid. Employer contributions made pursuant to Section
                3.3 shall be credited to Participants' Employer Contribution
                Accounts on the first day of the Plan Year for which the
                contribution is being made.

                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

     4.1  INVESTMENTS. All contributions under the Plan shall be credited to
each Partici-pant's Deferral Account or Employer Contribution Account as
provided in Section 3.4. At the discretion of the Administrator, all or any
portion of such contributions may be contributed to the Trust. No provision of
the Plan shall impose or be deemed to impose any obligation upon the Employers,
other than an unsecured contractual obligation to make a cash payment to
Participants and their beneficiaries in accordance with the terms of the Plan.
Benefits payable under the Plan shall be paid directly by the Employers from
their general assets to the extent not paid from the Trust.

     4.2  UNSECURED CONTRACTUAL RIGHTS. The Plan at all times shall be unfunded
and shall constitute a mere promise by the Employers to make benefit payments in
the future. Notwith-standing any other provision of this Plan, neither a
Participant nor his designated beneficiary

                                       -6-
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shall have any preferred claim on, or any beneficial ownership interest in, any
assets of the Employers prior to the time benefits are paid as provided in
Article V, including any Compensation or Bonus deferred by the Participant. All
rights created under this Plan shall be mere unsecured contractual rights of the
Participant against the Employers.

                                    ARTICLE V
                                  DISTRIBUTIONS

     5.1  TIME OF PAYMENT OF BENEFITS. All amounts credited to a Participant's
Deferral and Employer Contribution Accounts shall be or shall commence to be
distributed to or for the benefit of a Participant (or his designated
beneficiary) within a reasonable period following the earlier of (i) the date
the Participant terminates employment with all the Employers, or (ii) the date
the Participant is no longer eligible to participate in the Plan pursuant to
Section 2.2, or (iii) the effective date of any Change in Control of the
Company.

     5.2  MANNER OF PAYMENT OF BENEFITS. The balance of a Participant's Deferral
and Employer Contribution Accounts shall be distributed in cash in:

          (a)   A single lump sum payment;

          (b)   Annual installment payments over a period not in excess of ten
                years; or

          (c)   A combination of the methods specified in subsections (a) and
                (b).

     5.3  BENEFIT PAYMENT ELECTIONS. A Participant may elect the manner in which
his Plan benefit will be paid to him under Section 5.2 in accordance with the
terms and conditions of this Section 5.3. To elect annual installment payments
under subsection 5.2(b) or a combination of a single lump sum payment and annual
installment payments under subsection 5.2(c), a Participant must file an
election form with the Administrator (on a form or forms prescribed by the
Administrator). To be effective, the Participant's election of a payment method
must be filed with the Administrator prior to the beginning of the calendar year
in which the Participant becomes entitled to a payment of benefits under this
Article V. If no election is made or if the election is not timely or properly
made, distribution will be made in the form of a single lump sum payment. Any
election effectively made for purposes of this Section 5.2 shall remain in
effect until such time as it is superseded by a subsequent election effectively
made for purposes of this Section 5.2.

     5.4  VESTING. Both a Participant's Deferral Account and Employer
Contribution Account shall at all times be 100 percent vested.

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     5.5  DEATH OF THE PARTICIPANT AND BENEFICIARY DESIGNATIONS.

          (a)   FORM AND TIME OF PAYMENT. In the event a Participant dies prior
                to the time his benefit under the Plan commences to be
                distributed, that benefit shall be paid to his designated
                beneficiary or beneficiaries in accordance with the benefit
                election in effect for such Participant as of the date of death,
                or in a single lump sum in the event no such benefit election is
                in effect as of such date. Such distribution shall be made as
                soon as practicable following the Participant's death. In the
                event a Participant dies after the distribution of his benefit
                under the Plan has commenced, his remaining benefit, if any,
                shall be paid to his designated beneficiary or beneficiaries in
                accordance with the method of distribution being used prior to
                the Participant's death.

          (b)   DESIGNATION OF BENEFICIARIES. The Participant may designate a
                primary and contingent beneficiary or beneficiaries on forms
                provided by the Administrator. Such designation may be changed
                at any time for any reason by the Participant. If the
                Participant fails to designate a beneficiary, or if such
                designation shall for any reason be illegal or ineffective, or
                if the designated beneficiary(ies) shall not survive the
                Participant, his benefits under the Plan shall be paid: (i) to
                his surviving spouse; (ii) if there is no surviving spouse, to
                the duly appointed and qualified executor or other personal
                representative of the Participant to be distributed in
                accordance with the Participant's will or applicable intestacy
                law; or (iii) in the event that there shall be no such
                representative duly appointed and qualified within 60 days after
                the date of death of the Participant, then to such persons as,
                at the date of his death, who would be entitled to share in the
                distribution of the Participant's estate under the provisions of
                the applicable statutes then in force governing the descent of
                intestate property, in the proportions specified in such
                statute. The Administrator may determine the identity of the
                distributees, and in so doing may act and rely upon any
                information it may deem reliable upon reasonable inquiry, and
                upon any affidavit, certificate, or other document believed by
                it to be genuine, and upon any evidence believed by it to be
                sufficient.

     5.6  ADVANCE PAYMENTS TO PARTICIPANTS. The Administrator may make payment
to a Participant in advance of the date such payment is due pursuant to Section
5.1 (an "Advance Payment"), to the extent (i) funds of the Employers are
available for such purpose; (ii) the Administrator determines that the
Participant has suffered an unforeseeable emergency which has caused a need for
an Advance Payment; and (iii) the waiver by the Administrator of the election to
defer Compensation under Article III is insufficient, as determined by the
Administrator in its discretion, to satisfy such hardship. For purposes of this
Section 5.6, an unforeseeable emergency is a severe financial hardship to a
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant (as

                                       -8-
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defined in Code Section 152(a)), loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseen circumstances arising as
a result of events beyond the control of the Participant. The circumstances that
will constitute an unforeseeable emergency will depend upon the facts of each
case; however, the Administrator shall not grant any waiver of a Participant's
deferral election or make an Advance Payment to the extent that his hardship may
be relieved (i) through reimbursement or compensation by insurance or otherwise;
(ii) by liquidation of the Participant's assets, to the extent liquidation of
such assets would not itself cause severe financial hardship; or (iii) by
cessation of salary reduction contributions under any Code Sec. 401(k) plan. An
unforeseeable emergency shall not include the need to send the Participant's
child to college or the desire to purchase a home. An Advance Payment made under
this Section 5.6 shall be made only to the extent reasonably needed to satisfy
the emergency need.

                                   ARTICLE VI
                               PLAN ADMINISTRATION

     6.1  ADMINISTRATION BY THE COMPANY. The Company shall be responsible for
administering the Plan and the Company shall be charged with the full power for
administering the Plan in all its details.

     6.2  POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR.

          (a)   The Administrator shall have all powers necessary to administer
                the Plan in its sole and absolute discretion, including the
                power to construe and interpret the Plan documents; to decide
                all questions relating to an individual's eligibility to
                participate in the Plan; to require information from a
                Participant or beneficiary; to determine whether a Participant
                has actually terminated employment; to determine the amount,
                manner and timing of any distribution of benefits or withdrawal
                under the Plan; to resolve any claim for benefits in accordance
                with Section 6.4, and to appoint or employ advisors, including
                legal counsel, to render advice with respect to any of the
                Administrator's responsibilities under the Plan. Any
                construction, interpretation, or application of the Plan by the
                Administrator shall be final, conclusive and binding. All
                actions by the Administrator shall be taken pursuant to uniform
                standards applied to all persons similarly situated.

          (b)   RECORDS AND REPORTS. The Administrator shall be responsible for
                maintaining sufficient records to determine each Participant's
                eligibility to participate in the Plan, and the Compensation and
                Bonuses of each Participant for purposes of determining the
                amount of contributions that may be made by or on behalf of the
                Participant under the Plan.

          (c)   RULES AND DECISIONS. The Administrator may adopt such rules as
                it deems necessary, desirable, or appropriate in the
                administration of the Plan. All

                                       -9-
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                rules and decisions of the Administrator shall be applied
                uniformly and consistently to all Participants in similar
                circumstances. When making a determination or calculation, the
                Administrator shall be entitled to rely upon information
                furnished by a Participant or beneficiary, the Employers or the
                legal counsel of an Employer.

          (d)   APPLICATION AND FORMS FOR BENEFITS. The Administrator may
                require a Participant or beneficiary to complete and file with
                it an application for a benefit, and to furnish all pertinent
                information requested by it. The Administrator may rely upon all
                such information so furnished to it, including the Participant's
                or beneficiary's current mailing address.

     6.3  LIABILITIES. The Administrator shall be indemnified and held harmless
by the Employers with respect to any actual or alleged breach of
responsibilities performed or to be performed hereunder.

     6.4  CLAIMS PROCEDURE.

          (a)   FILING A CLAIM. Any Participant or beneficiary under the Plan
                may file a written claim for a Plan benefit with the
                Administrator or with a person named by the Administrator to
                receive claims under the Plan.

          (b)   NOTICE OF DENIAL OF CLAIM. In the event of a denial or
                limitation of any benefit or payment due to or requested by any
                Participant or beneficiary under the Plan ("claimant"), the
                claimant shall be given a written notification containing
                specific reasons for the denial or limitation of his benefit.
                The written notification shall contain specific reference to the
                pertinent Plan provisions on which the denial or limitation of
                his benefit is based. In addition, it shall contain a
                description of any other material or information necessary for
                the claimant to perfect a claim, and an explanation of why such
                material or information is necessary. The notification shall
                further provide appropriate information as to the steps to be
                taken if the claimant wishes to submit his claim for review.
                This written notification shall be given to a claimant within 90
                days after receipt of his claim by the Administrator unless
                special circumstances require an extension of time for
                processing the claim. If such an extension of time for
                processing is required, written notice of the extension shall be
                furnished to the claimant prior to the termination of said
                90-day period, and such notice shall indicate the special
                circumstances which make the postponement appropriate.

          (c)   RIGHT OF REVIEW. In the event of a denial or limitation of his
                benefit, the claimant or his duly authorized representative
                shall be permitted to review pertinent documents and to submit
                to the Administrator issues and comments in writing. In
                addition, the claimant or his duly authorized representative may
                make a written request for a full and fair review of his

                                      -10-
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                claim and its denial by the Administrator; provided, however,
                that such written request must be received by the Administrator
                (or its delegate to receive such requests) within 60 days after
                receipt by the claimant of written notification of the denial or
                limitation of the claim. The 60-day requirement may be waived by
                the Administrator in appropriate cases.

          (d)   DECISION ON REVIEW. A decision shall be rendered by the
                Administrator within 60 days after the receipt of the request
                for review, provided that where special circumstances require an
                extension of time for processing the decision, it may be
                postponed on written notice to the claimant (prior to the
                expiration of the initial 60-day period) for an additional 60
                days after the receipt of such request for review. Any decision
                by the Administrator shall be furnished to the claimant in
                writing and shall set forth the specific reasons for the
                decision and the specific Plan provisions on which the decision
                is based.

          (e)   COURT ACTION. No Participant or beneficiary shall have the right
                to seek judicial review of a denial of benefits, or to bring any
                action in any court to enforce a claim for benefits, prior to
                filing a claim for benefits or exhausting his rights to review
                under this Section 6.4.

     6.5  INCOME AND EMPLOYMENT TAX WITHHOLDING. The Employers shall be
responsible for withholding from the Participant's Compensation or Bonuses or
from the distribution of his benefit under the Plan of all applicable federal,
state, city and local taxes.

     6.6  NOTICES. Any notice or document required to be given to or filed with
the Administrator will be properly given or filed if delivered to or mailed, by
registered mail, postage paid, to the following:

          Manager of Employee Services
          Automotive Finance Corporation
          310 E. 96th Street, Suite 300
          Indianapolis, IN  46240

                                   ARTICLE VII
                      AMENDMENT AND TERMINATION OF THE PLAN

     7.1  AMENDMENT OF THE PLAN. The Company shall have the right at any time to
modify, alter or amend the Plan in whole or in part; provided, however, no
amendment, termination, or other change in the Plan shall reduce the amount
allocated to the account of a participant on the date of such amendment,
termination or other change, which account balance shall be payable to such
participant or such participant's beneficiary as provided herein.

     7.2  TERMINATION OF THE PLAN. The Company reserves the right at any time to
terminate the Plan or to reduce or cease benefit accruals at any time.

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                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1  GOVERNING LAW. The Plan shall be construed, regulated and administered
according to the laws of the State of Indiana, except in those areas preempted
by the laws of the United States of America in which case such laws will
control.

     8.2  HEADINGS AND GENDER. The headings and subheadings in the Plan have
been inserted for convenience of reference only and shall not affect the
construction of the provisions hereof. In any necessary construction the
masculine shall include the feminine and the singular the plural, and vice
versa.

     8.3  SPENDTHRIFT CLAUSE. No benefit or interest available hereunder will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or the Participant's designated beneficiary, either voluntarily or
involuntarily.

     8.4  COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.

     8.5  NO ENLARGEMENT OF EMPLOYMENT RIGHTS. Nothing contained in the Plan
shall be construed as a contract of employment between an Employer and any
person, nor shall the Plan be deemed to give any person the right to be retained
in the employ of an Employer or limit the right of an Employer to employ or
discharge any person with or without cause, or to discipline any Employee.

     8.6  LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Plan, none of the Employers, the Administrator and each
individual acting as an employee or agent of any of them shall be liable to any
Participant, Employee or beneficiary for any claim, loss, liability or expense
incurred in connection with the Plan, except when the same shall have been
judicially determined to be due to the gross negligence or willful misconduct of
such person.

     8.7  INCAPACITY OF PARTICIPANT OR BENEFICIARY. If any person entitled to
receive a distribution under the Plan is physically or mentally incapable of
personally receiving and giving a valid receipt for any payment due (unless
prior claim therefor shall have been made by a duly qualified guardian or other
legal representative), then, unless and until claim therefor shall have been
made by a duly appointed guardian or other legal representative of such person,
the Administrator may provide for such payment or any part thereof to be made to
any other person or institution then contributing toward or providing for the
care and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the
Employers and the Plan.

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     8.8  CORPORATE SUCCESSORS. The Plan shall not be automatically terminated
by a transfer or sale of assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or other entity
("Transaction"), but the Plan shall be continued after the Transaction only if
and to the extent that the transferee, purchaser or successor entity agrees to
continue the Plan.

     8.9  EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

     8.10 ACTION BY EMPLOYER. Any action required of or permitted by an Employer
under the Plan shall be by resolution of its Board of Directors or by a person
or persons authorized by resolution of the Board to act on its behalf with
respect to the Plan.

     8.11 SEVERABILITY. In the event any provisions of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
endorsed as if such illegal or invalid provisions had never been contained in
the Plan.

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