Group 1 Automotive Inc.

Earl J. Hesterberg joined Group 1 as President and Chief Executive Officer and as a director in April 2005. Mr. Hesterberg had served as Group Vice President, North America Marketing, Sales and Service for Ford Motor Company since 2004. From July 1999 to September 2004, he served in a similar role as Vice President, Marketing, Sales and Service for Ford of Europe. Mr. Hesterberg has also served as President and Chief Executive Officer of Gulf States Toyota, as well as held various senior sales, marketing, general management, and parts and service positions with Nissan Motor Corporation in U.S.A. and Nissan Europe. He also serves on the Board of Directors of the Greater Houston Partnership, a local non-profit organization dedicated to building regional economic prosperity.

John C. Rickel was appointed Chief Financial Officer in December 2005. Prior to joining Group 1, Rickel held a number of executive and managerial positions of increasing responsibility with Ford Motor Company beginning 1984. He most recently served as Controller, Ford Americas, where he was responsible for the financial management of Ford's western hemisphere automotive operations. Immediately prior to that, he was Chief Financial Officer of Ford Europe, where he oversaw all accounting, financial planning, information services, tax and investor relations activities.

Randy L. Callison has served as Senior Vice President, Operations and Corporate Development since June 2006. He previously served as Vice President, Operations and Corporate Development from January 2006 - May 2006, Vice President, Corporate Development from August 1998 - December 2005, and as Director of Corporate Development from February 1997 - August 1998. Prior to joining Group 1 in 1997, Callison began his automotive career in 1985 within automotive dealership companies serving in various leadership positions, including controller, CFO and general manager.

Darryl M. Burman joined Group 1 as Vice President, General Counsel and Corporate Secretary in December 2006. Prior to joining Group 1, he served the Houston office of the Epstein Becker & Green, P.C. law firm, where he was a partner and head of its corporate and securities practice. Burman has gained significant experience in automotive related transactions including acquisitions, financing and manufacturer relations with more than 20 years of experience in mergers and acquisitions, corporate finance, employment and securities law, working with public corporations, private equity firms and individuals. He earned his bachelors degree from the University of South Florida and his Doctor of Jurisprudence from South Texas College of Law.

Frank Grese Jr. has served as Regional Vice President of the Central Region since January 2006. He previously served as Platform President of Group 1 Atlanta from December 2004 - December 2005. After graduating from the University of Georgia, he began his automotive career in the Ford Management Training Program in 1974. Following Ford, he joined Nissan where he ultimately held the position of National Dealer Advertising Manager. In 1986, Grese left the manufacturer side of the business and began working in various executive positions, including chief operating officer and district president, with large public and private dealer groups. He last served as Director of Dealership Operations, working extensively with underperforming stores, for a large private dealer group.

Gigi L. Myung joined Group 1 as Vice President of Purchasing in January 2007. She has more than a decade of experience in sales management, operations, supply chain management, outsourcing solutions and cost-savings initiatives for Fortune 500 companies including W.W. Grainger, The Home Depot and Dell Computer. Myung also gained automotive experience holding various positions at Toyota Motor Sales and Nissan Motor Company from 1987 to 1994. Most recently, she served as Regional Vice President of Sales at W.W. Grainger, Inc., a broad line supplier of facilities maintenance products. Myung earned a bachelor's degree in Petroleum Engineering from the University of Tulsa and an MBA and master's degree in International Management from the American Graduate School of International Management at Thunderbird in Glendale, Arizona.

Mr. O Hara has served as Vice President, Human Resources since February 2000. From 1997 until joining Group 1, Mr. O Hara was Corporate Manager of Organization Development at Valero Energy Corporation, an integrated refining and marketing company. Prior to joining Valero, Mr. O Hara served for a number of years as Vice President of Administration and Human Resources at Gulf States Toyota, an independent national distributor of new Toyota vehicles, part and accessories. Mr. O Hara is a Senior Professional in Human Resources (SPHR).

Steve Waller joined Group 1 as Vice President, Corporate Development in February 2006. Steve has more than 15 years of experience in automotive-related fields, having most recently served as Capital Automotive REIT's Central Region Vice President. He previously served as Vice President for Comerica Bank overseeing all aspects of sales, marketing and customer care initiatives for their automobile dealership portfolio in four states.

James R. Druzbik has served as Group 1's Vice President of Information Systems since November 2006. Since joining the Company in September 1999, he held the positions of Director of Information Systems from November 2002 - November 2006 and e-Commerce Manager from September 1999 - November 2002. Prior to joining Group 1, Druzbik served in various management , sales, operating and information systems roles with both Dealer Solutions and an automotive dealership. He earned a bachelors degree from the University of Houston.

Lance A. Parker has served as Group 1’s Vice President and Corporate Controller since November 2006. He previously held the positions of Director and Corporate Controller from September 2006 - November 2006 and Director of Corporate Compliance from August 2004 - November 2006. Prior to joining Group 1 in August 2004, Parker served as Controller of AdPlex-Rhodes after working in public accounting for 10 years. He is a Certified Public Accountant.

Lee Mitchell has served as Vice President, Financial Services since January 2008. He previously served as Director, Financial Services from February 2006 - January 2008. Prior to joining Group 1, he served as a Vice President of Dealer Services at EFG Companies. Mitchell has held various management roles with increasing responsibility in the automotive industry after earning his bachelor's degree from the University of North Texas in 1993.

Peter C. DeLongchamps has served as Group 1's Vice President, Manufacturer Relations and Public Affairs since January 2006. He had previously served as Vice President, Manufacturer Relations from July 2004 - December 2005. DeLongchamps began his automotive retailing career in 1980, having served as District Manager for General Motors Corporation and Regional Operations Manager for BMW of North America, as well as other various management positions in the automotive industry. Immediately prior to joining Group 1 in 2004, he was President of Advantage BMW based in Houston.

Steve Waller joined Group 1 as Vice President, Corporate Development in February 2006. Steve has more than 15 years of experience in automotive-related fields, having most recently served as Capital Automotive REIT's Central Region Vice President. He previously served as Vice President for Comerica Bank overseeing all aspects of sales, marketing and customer care initiatives for their automobile dealership portfolio in four states.

Wade D. Hubbard joined Group 1 as Vice President, Fixed Operations in May 2006. Prior to joining Group 1, he served as Director, Parts and Service Operations for Gulf States Toyota, Inc. Hubbard held various parts, service and management positions at BMW North America, DaimlerChrysler Corp./ Mercedes-Benz and Nissan Motor Corporation USA after beginning his career in the automotive industry at Ford Motor Company in 1979.

Kim Craig joined Group 1 as Director and Treasurer in June 2006 with responsibility for the risk, cash management and treasury functions. Prior to joining Group 1, she served as a management consultant to BMC Software, Director of International Cash and Treasury for Duke Energy Corporation, and General Manager of Corporate Reporting for Columbia Energy. Craig started her career at ConocoPhillips where she held various positions during her eleven-year tenure at the company.

Beryl Raff has served as one of Group 1’s independent directors since June 2007. Ms. Raff is Executive Vice President-General Merchandising Manager for the Fine Jewelry Division of J.C. Penney Company, Inc., with whom she has been employed since 2001. Previously, she held executive positions at Zale Corporation and R.H. Macy Corporation. Ms. Raff also serves on the Board of Directors, the Corporate Governance Committee and as the Chairman of the Compensation Committee of Jo-Ann Stores, Inc. In addition, Ms. Raff serves on the Advisory Board of Jewelers Circular Keystone and on the Board of Directors of Dallas Summer Musicals, a not-for-profit theater company.

Mr. Watson has served as one of our directors since May 2001. Mr. Watson served as President and Chief Executive Officer of BMC Software, Inc., a leading provider of enterprise management solutions, from April 1990 to January 2001. He served as Chairman of the Board of Directors of BMC from January 1992 to April 2001. Mr. Watson is Chairman of the Board of Trustees of Texas Children s Hospital.

Quinn joined the Zions Bancorporation board of directors in 2002. He is retired from Goldman, Sachs & Co ., where he was managing director and general partner, and specialized in Corporate Finance. He spent two decades at Goldman Sachs structuring financings and other transactions for some of America's best-known corporations. In addition to Zions, he is a director of Group 1 Automotive, Inc. and American Express Bank, Ltd. Quinn is a graduate of Brigham Young University and the Harvard University Graduate School of Business.