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                                                                     Exhibit 4.1

                               FIRST AMENDMENT TO
                            GROUP 1 AUTOMOTIVE, INC.
                           DEFERRED COMPENSATION PLAN

         WHEREAS, GROUP 1 AUTOMOTIVE, INC. (the "Company") has heretofore
adopted the GROUP 1 AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN, as amended and
restated effective as of January 1, 2002 (the "Plan"), for the benefit of
certain of the Company's employees and the employees of other adopting
Employers; and

         WHEREAS, the Company desires to amend the Plan in certain respects; and

         WHEREAS, the power to amend the Plan is vested in the Compensation
Committee of the Company's Board of Directors pursuant to Section 11.4 of the
Plan;

         NOW, THEREFORE, the Plan shall be amended as follows:

         1. Effective as of December 12, 2002, the following new Article XIII
shall be added to the Plan:

                                     "XIII.

                     PARTICIPATION BY NON-EMPLOYEE DIRECTORS

                  13.1 ARTICLE CONTROLS. In the event of any conflict between
         the foregoing provisions of the Plan and this Article XIII, the
         provisions of this Article XIII shall control.

                  13.2 DEFINITIONS. Where the following words and phrases appear
         in this Article XIII, they shall have the respective meanings set forth
         below, unless their context clearly indicates to the contrary.

         (1)      DIRECTOR: Each individual who is a member of the Board, other
                  than any such individual who is an employee of the Company or
                  an Affiliate. Where the context requires, the term "Member"
                  shall be deemed to include a Director for purposes of Section
                  13.4(b) if such Director has not yet become a Member pursuant
                  to Section 13.3.

         (2)      DIRECTOR COMPENSATION: The pay paid in cash by the Company to
                  or for the benefit of a Member for services performed while a
                  Member with respect to such Member's (i) general service as a
                  Director, (ii) membership on a committee of the Board, (iii)
                  chairmanship of any such committee and (iv) attendance
                  (physically or otherwise) at any meeting of the Board or
                  committee thereof, including the portion thereof that a Member
                  could have received in cash in lieu of deferrals made pursuant
                  to Section 13.4(b).

         (3)      DIRECTOR ELIGIBILITY PERIOD: The 30-day period following the
                  date upon which an individual becomes a Director.


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                  13.3 COMMENCEMENT OF PARTICIPATION.

                           (a) A Director may become a Member, effective as of
         the first day of a Plan Year, by executing and filing with the
         Committee the Director Compensation deferral election prescribed by the
         Committee prior to the start of such Plan Year.

                           (b) Notwithstanding Paragraph (a) above, if an
         individual becomes a Director after the start of a Plan Year and prior
         to September 1 of such Plan Year, such individual may become a Member
         with respect to such Plan Year, effective as of the first day of the
         calendar quarter next following the calendar quarter that includes the
         last day of such individual's Director Eligibility Period, by executing
         and filing with the Committee the Director Compensation deferral
         election prescribed by the Committee prior to the close of such
         individual's Director Eligibility Period.

                  13.4 APPLICATION OF PLAN TERMS. The terms of the Plan shall,
         to the extent possible, apply to a Member participating in the Plan
         pursuant to Section 13.3 as if such Member were participating in the
         Plan pursuant to Section 2.1 except as otherwise provided below:

                           (a) Such Member's participation in the Plan shall not
         be subject to cessation pursuant to Section 2.2;

                           (b) Such Member may elect to defer a portion of his
         Director Compensation for a Plan Year in an amount equal to a specific
         dollar amount of his Director Compensation or an integral percentage of
         from 1% to 100% of his Director Compensation by executing and filing
         with the Committee the Director Compensation deferral election
         prescribed by the Committee prior to the first day of such Plan Year,
         or, with respect to a Plan Year in which such Member begins
         participating in the Plan pursuant to Section 13.3(b), prior to the
         close of such Member's Director Eligibility Period (in which case such
         Member's Director Compensation deferral election shall be effective
         only with respect to Director Compensation earned on or subsequent to
         the first day of the calendar quarter upon which he begins
         participating in the Plan);

                           (c) If such Member elects to defer an integral
         percentage of such Member's Director Compensation, such Member may
         elect to establish a maximum deferral for a Plan Year, the dollar
         amount of which such Member's combined aggregate total of Director
         Compensation deferrals for such Plan Year shall not exceed;

                           (d) Such Member's deferrals of Director Compensation
         pursuant to Paragraph (b) above shall be deemed to be Member Deferrals
         for purposes of the


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         Plan, and such Member Deferrals shall be credited to a Deferral Account
         established on behalf of such Member;

                           (e) Such Member's deferrals of Director Compensation
         shall not be subject to any maximum aggregate limitations established
         by the Committee pursuant to Section 3.1(b);

                           (f) Such Member's election pursuant to Paragraph (b)
         above may be changed, cancelled and subsequently resumed, and/or
         suspended in accordance with procedures and under circumstances similar
         to those described in Sections 3.1(e), (f), and (g), respectively;

                           (g) Such Member shall have a 100% Vested Interest in
         his Employer Account at all times;

                           (h) With respect to such Member, all references to
         the employment relationship in the Plan shall be deemed to be
         references to such Member's service as a Director, provided, however,
         that such Member shall be deemed to have incurred a Termination of
         Service under the terms of the Plan as of the date such Member ceases
         to serve as a Director for any reason whatsoever, and any such
         Termination of Service shall be deemed to have occurred on or after
         such Member's Retirement Date regardless of the age of such Member on
         the date of such Termination of Service; and

                           (i) Such Member shall not be entitled to make an
         election pursuant to Section 7.2."

         2. As amended hereby, the Plan is specifically ratified and reaffirmed.

         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this 12th day of December, 2002.


                                           GROUP 1 AUTOMOTIVE, INC.



                                           BY:   /s/ B. B. Hollingsworth, Jr.
                                              ----------------------------------
                                              Name:  B. B. Hollingsworth, Jr.
                                              Title: Chairman, President &
                                                     Chief Executive Officer


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