0001104659-06-015039 Sample Contracts

OUTSIDE DIRECTOR NONQUALIFIED DEFERRED COMPENSATION AGREEMENT
Nonqualified Deferred Compensation Agreement • March 8th, 2006 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

THIS AGREEMENT by and among Lithia Motors, Inc., an Oregon corporation (the “Company”), and (the “Director”) is dated effective 200 (the “Effective Date”).

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DAIMLERCHRYSLER
Credit Agreement • March 8th, 2006 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

We refer to the Credit Agreement, dated as of February 25, 2003 (as amended, the “Credit Agreement”), among Lithia Motors, Inc., an Oregon corporation (the “Company”), various lenders and DaimlerChrysler Services North America LLC, as agent (“Agent”). Capitalized terms used herein without definition have the meanings assigned thereto in the Credit Agreement.

LITHIA MOTORS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 8th, 2006 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Agreement is made and entered into pursuant to the terms of the 2003 Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Restricted Stock Agreement shall have the meanings as defined in the Plan.

DAIMLERCHRYSLER
Lithia Motors Inc • March 8th, 2006 • Retail-auto dealers & gasoline stations
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