Settingthe highest standards

in everything we do

November 2007

Dear Fellow Associates:

AutoNation is committed to achieving its goal to be America’s most successful automotive retailer by doing business in accordance with the highest standards of business conduct. AutoNation’s newly updated Business Ethics Program reflects thehigh standards of business ethics that we must maintain. For AutoNation, simply complying with the law is not enough. Our customers and co-workers must be able tocount on AutoNation’s integrity in “always doing the right thing” when selling andservicing vehicles.

Your updated Business Ethics Program materials are enclosed. It is your responsibilityto become thoroughly familiar with these materials. If you should have any questionsabout ethics issues, what the law requires or how to comply with the law, we stronglyencourage you to seek guidance from management, Human Resources or the LegalDepartment.

AutoNation’s Business Ethics Program, which includes the Code of Business Ethics andrelated Company policies, protects you by preventing unethical or illegal salespractices, discrimination and harassment in the workplace and other violations of lawand Company policy. It is your responsibility to report suspected violations of law orpolicy so that we can take appropriate action to ensure that everyone meets our highstandards.

We do not tolerate retaliation against any associate for reporting, in good faith, a suspected violation of law or policy. You can and should be proud of our Company’sstandards of business conduct.

These standards are designed to enable associates to reach their full potential, andwill preserve, protect and enhance AutoNation’s reputation and its future.

We thank you for your continuing cooperation and contributions.

Michael J. Jackson Michael E. Maroone Jonathan P. Ferrando Michael J. ShortChairman & Chief President & Chief Executive Vice President, Executive Vice President &Executive Officer Operating Officer General Counsel & Chief Financial Officer

Secretary

C O D E O F

BUSINESS ETHICS

Today, AutoNation, Inc.1 (“AutoNation” or the “Company”) — the largest automotive retailer in America —operates in many different markets and under many laws and regulations. As the industry leader, we arecommitted to setting the highest standards of business ethics and conduct. This commitment requires thatwe conduct our business not only in compliance with all the laws and regulations that apply, but also inaccordance with the highest standards of business conduct.

AutoNation’s Business Ethics Program consists of those policies, procedures and practices that help usunderstand and comply with the law and the Company’s standards of business conduct. Some of theelements of the Business Ethics Program include the Business Ethics Policies, this Code of Business Ethics,which contains a summary of the basic principles and policies that all of us at AutoNation must follow, theACT-AlertLine, and various related handbooks and policy manuals. This Code, our Business Ethics Policies,and the entire Business Ethics Program are designed to help us build on the confidence and continuedsupport of our customers, investors, suppliers, regulatory agencies, law enforcement agencies, the courts,and the public. Because our business depends on the reputation of all of us for integrity and principledbusiness conduct, the policies contained in this Code and the more detailed Business Ethics Policies in manyinstances go beyond the requirements of the law.

It is the obligation of each associate to know, understand and comply with all of the Business Ethics Policiessummarized, as well as the guidelines contained, in AutoNation’s Code of Business Ethics. You must alsoreport policy violations and other improper or unlawful behavior. The Code cannot and is not intended tocover every applicable law or provide answers to all questions that might arise. It does, however, contain thegeneral principles that guide our conduct for AutoNation and directs us to those resources that we can turnto when we are uncertain about the right thing to do in any situation. You should seek guidance wheneverfaced with ethical or legal questions or issues. When you have questions regarding proper conduct in aparticular situation, you should review the specific Business Ethics Policy and contact your manager,Corporate or Region Human Resources, AutoNation’s Legal Department or a member of the AutoNationBusiness Ethics Committee. Members of that Committee include the President and Chief Operating Officer,Chief Financial Officer and General Counsel. AutoNation encourages you to seek guidance first from yourmanager for routine workplace issues that do not involve violations of law or ethical conduct.

Call the ACT-AlertLine at 1-800-597-0094 if the suspected or known violation involves your manager orother management, is a violation of law or the Business Ethics Policies, involves questionable auditing oraccounting practices, if you need additional assistance after speaking with your manager and providing anopportunity for your manager to address your concern, or if you are not comfortable reporting to theresources listed above.

Setting the highest standards

We at AutoNation are committed to being the best automotive retailer in America.

Abiding by the policies set forth in the Code will help us achieve this goal.

1

When referred to hereinafter in any Business Ethics Policy, the Code of Business Ethics or any other related materials and communications (collectively, “Business Ethics Program”), the terms “AutoNation, Inc.,”“AutoNation” and/or the “Company” will include all subsidiaries and affiliates of AutoNation, Inc. Also, for ease of reference, the Business Ethics Program will also refer collectively to all employees (associates) of thesubsidiaries and affiliates of AutoNation, Inc. as “AutoNation associates,” “our associates,” “associates,” “we” or use similar terms; however, all associates are employees of the separate and distinct dealership or otherentity for which the associate works and which pays the associate.

Business Ethics Program Oversight and Implementation (See Policy No. 1)

The responsibility for overseeing, implementing and interpreting theBusiness Ethics Program is assigned to AutoNation’s Business EthicsCommittee. Determinations of the Business Ethics Committee on ethicaland compliance questions or policies are final. This Committee mustapprove all changes to the Business Ethics Program.

Business Ethics Program Education and Certification (See Policy No. 2)

This Code of Business Ethics will be distributed to all associates and is alsoavailable on the Company website and DealerCentral. You may obtaincopies of any Business Ethics Policy from your manager, the LegalDepartment, Human Resources, the Business Ethics Committee, on theCompany website, or on DealerCentral. You must also certify that you havereceived and read these important documents, understand their contentsand agree to abide by the letter and spirit of each.

Reporting and Investigating Violations and Seeking Guidance (See Policy No. 3)

AutoNation requires all associates to report violations of AutoNation’sBusiness Ethics Program or any applicable law. In addition, we are eachresponsible for promptly reporting complaints or concerns regardingaccounting, internal accounting controls or auditing matters (“AccountingIssues”). AutoNation appropriately investigates all such reports. TheCompany strictly prohibits any retaliation for making good faith reports ofsuspected or known violations of the law or the Business Ethics Program.

As part of our Open Door Policy, you should direct routine workplace issuesor questions on a particular policy first to your manager--or to anothermanager with whom you feel comfortable speaking--or to HumanResources, unless your concern involves the manager or othermanagement, or is a violation of law or the Business Ethics Policies.

Examples of more routine workplace issues include work schedules andsmoking or dress code violations. In contrast, concerns about deceptive orfraudulent sales practices, sexual or other harassment, or illegaldiscrimination, for example, are not considered routine. Any suspected orknown violations of law or AutoNation policy should be reportedimmediately.

If you have further questions or wish to report violations of the law, or ofAutoNation’s Business Ethics Code or Policies, you should contact corporateor region management or Human Resources, the Legal Department or amember of the Business Ethics Committee. You can also report violationsby calling the AutoNation ACT-AlertLine. Reports regarding AccountingIssues should be made by email to businessethics@autonation.com or inwriting to the Audit Committee, c/o Corporate Secretary, AutoNation, Inc.,110 SE 6th Street, 29th Floor, Fort Lauderdale, FL 33301, and can also bemade to the ACT-AlertLine. Reports will be treated confidentially to theextent reasonably possible, given the need to conduct an investigation andappropriately resolve any issues. Reports to the ACT-AlertLine may bemade without giving your name, although identifying yourself makes thefollow-up investigation easier. Complaints or concerns regarding AccountingIssues will be forwarded to the Company’s Audit Committee in accordancewith applicable procedures.

Everything that we do and

stand for as America’s largest

automotive retailer is

characterized by our unique

and ongoing pursuit of

excellence. Our Business

Ethics Program, which is

described in our Code of

Business Ethics as well as our

Business Ethics Policies,

provides all of us with the

guidelines we need in “doing

the right thing”–ethically and

legally– in our pursuit of

excellence. We want our vast

family of associates and our

shareholders to be proud of

the stature of our Company,

the manner in which we

conduct our business and the

many ways in which we serve

our customers.

Non-Retaliation (See Policy No. 4)

Any reports of suspected or known violations of the law, the AutoNationBusiness Ethics Program or the Business Ethics Policies will be investigatedappropriately. The Company prohibits retaliation against associates formaking a good faith report of suspected misconduct. Examples ofretaliation include making untrue reports or statements about thatindividual, harassment, demoting or firing an associate, or withdrawingbenefits because of the associate’s making a good faith report.

Business Ethics Program Discipline (See Policy No. 5)

Discipline, up to and including termination, may be imposed for violatingeither the law or the AutoNation Business Ethics Program, which includesthe Code of Business Ethics and Business Ethics Policies. Discipline is to beapplied in a reasonable and consistent manner. Disciplinary decisionsdepend on many factors, however, and the appropriate form of discipline isspecific to each situation. Determining whether there is a violation of thelaw or the Business Ethics Program is, perhaps, the most important step inenforcing the Business Ethics Program. All reported violations will beinvestigated appropriately and treated confidentially to the extentreasonably possible.

Auditing and Monitoring of Business Ethics Program (See Policy No. 6)

AutoNation’s Business Ethics Program requires all associates to complywith high standards of business conduct. AutoNation seeks to maintain aneffective Business Ethics Program through regular monitoring of theProgram. The Business Ethics Committee, whose members are seniorexecutives, has the responsibility to oversee administration andenforcement of the Program. In order to implement its Business EthicsProgram, AutoNation requires that associates contribute to monitoring thesuccess of the Program. The Company expects associates to cooperate fullywith any and all of the Company’s attempts to gather information abouthow the Business Ethics Program is operating. It is also the policy ofAutoNation to encourage associates to express their concerns about theeffectiveness of the Business Ethics Program. AutoNation prohibitsretaliation against associates for expressing such concerns in good faith.

“Today we are the largest automotiveretailer in America, and I’m proud to saythat, as the industry leader, we’ve alwaysbeen committed to setting the very higheststandards of business ethics.”

— Michael J. JacksonChairman & Chief Executive Officer

It is absolutely forbidden for any

associate to punish or conduct

reprisals against any other

associate for reporting a

violation in good faith. Such

retaliation is a serious violation

of Company policy and will result

in discipline, up to and including

termination.

Equal Employment Opportunity (EEO) (See Policy No. 7) AutoNation will provide equal employment and promotional opportunitiesfor all associates as well as any individual applying for employment withoutregard to race, color, religion, sex, pregnancy, sexual orientation, nationalorigin, age, disability or any other basis protected by law. Illegaldiscrimination or harassment will not be tolerated from any associates,including supervisors and managers, or from any outsider dealing withAutoNation.

Policy Prohibiting Harassment (See Policy No. 8) AutoNation is committed to maintaining a work environment free fromsexual and other harassment for all of us. Unwelcome sexual advances,requests for sexual favors and other forms of verbal, physical, written orvisual conduct that constitutes sexual harassment will not be tolerated.AutoNation managers and supervisors are required to take reasonableactions to prevent conduct at work that creates an intimidating, hostile oroffensive work environment.

Drugs and Alcohol (See Policy No. 9)AutoNation is committed to a drug-free working environment. AutoNationprohibits the unlawful possession, use, sale, manufacture, distribution ordispensation of illegal or controlled substances by any associate while onCompany premises or on Company business, except, as to alcohol, atappropriate business functions, as authorized.

Prevention of Workplace Violence (See Policy No. 10) No associate may bring firearms, explosives, incendiary devices or anyother weapons into the workplace or any work-related setting, regardless ofwhether or not you are licensed to carry such weapons. AutoNationreserves the right to conduct searches on Company property to ensure thatdangerous materials or items are not present. Similarly, the Company willnot tolerate any level of violence or intimidation in the workplace or in anywork-related setting.

Wage and Hour Laws (See Policy No. 11) Associates must follow the requirements of state and federal law in thepayment of minimum wages and overtime compensation. Proper recordsfor wages, hours and overtime compensation must be kept. We must reportand record accurately and completely all required wage and hourinformation. In no circumstances may any associate falsify any recordrelating to wages or hours worked.

Background Verifications (See Policy No. 12) It is AutoNation’s policy to conduct background verifications of all associatecandidates, as well as, where appropriate, existing associates who may beconsidered for promotion or assigned additional responsibilities. Additionalbackground checks will be determined on a case-by-case basis. AutoNationwill disclose the results to an applicant or associate as required by law.

AutoNation and its Associates

AutoNation’s associates are its

greatest asset. The Company has

identified a number of ethics and

compliance issues and developed

specific Business Ethics Policies to

protect all associates and to

provide an environment in which

we are each able to reach our full

potential. AutoNation strives

daily to be an employer of

choice by offering all associates

opportunities for career growth

and personal fulfillment in a

supportive business environment.

The following principles and

policies are designed to ensure

that we succeed in accomplishing

these objectives.

“Each and every associate has acontribution to make to our Company’ssuccess, and we want each of you to bedriven every day to do your very best.”– Michael J. Jackson, Chairman & Chief Executive Officer

Finance & Insurance Sales Practices (See Policy No. 13)

We must conduct ourselves in accordance with the highest standards ofbusiness ethics in connection with the sale of finance and insurance (F&I)products. It is AutoNation’s policy to document properly, representaccurately and disclose fully the consumer cost for each F&I product. Thisapplies to every AutoNation associate in an F&I department as well as anyother associate engaging in or assisting with the sale of an F&I product. Wemust sell F&I products based on AutoNation’s menu-based sales processand comply with all applicable laws, and we may not sell F&I products formore than the applicable maximum selling price.

Parts and Service Sales Practices (See Policy No. 14)

We must conduct ourselves in accordance with the highest standards ofbusiness ethics in connection with the sale of parts and service. It isAutoNation's policy to disclose accurately and fully to the consumer the costto the customer of Parts and Service, and to perform properly and chargeonly for necessary repairs and service. In addition, we must documentproperly any consumer agreement to purchase Parts and Service, andotherwise comply with all laws that apply to the sale of Parts and Service.This policy applies to every AutoNation associate in a Parts or Servicedepartment or standalone collision center or body shop, as well as any otherassociate engaging in or assisting with the sale of Parts and Service.

Gifts, Gratuities and Entertainment (See Policy No. 15)

AutoNation does not want the receipt of gifts, gratuities or favors tointerfere with our ability to make decisions solely in the best interests ofAutoNation. No associate may accept a business-related gift that exceeds$250 in value without receiving the approval of the associate’s manager.AutoNation associates may offer or accept only infrequent meals,entertainment or gifts of reasonable value that are customary andcommonly accepted business courtesies. Gifts in cash are never to beoffered or accepted. Offering, giving, soliciting or receiving any form ofbribe or other inducement is prohibited.

Procurement (See Policy No. 16)

AutoNation purchases and leases millions of dollars worth of goods andservices every month. The Company purchases products and service basedon price, quality, timeliness of delivery and general merit, regardless of themanufacturer or provider. Kickbacks, group boycotts, restrictiveagreements, and exclusive dealing agreements are strictly forbidden.

Environmental Laws and Regulations (See Policy No. 17)

AutoNation’s objective is to comply with all environmental laws andregulations and conduct business in a manner that protects theenvironment, all associates and the general public. AutoNation hasimplemented an Environmental, Health and Safety compliance program andprovided each store with a related policy manual to enhance ourcompliance with all laws and regulations. Training and consulting supportare also provided at every store.

AutoNation’sOperations

AutoNation’s Code of BusinessEthics, Business Ethics Policiesand entire Business EthicsProgram are designed to ensurethat we conduct our businessconsistently according to thelaw and the highest standardsof business ethics. The BusinessEthics Program was developedto protect and guide us asindividuals and to safeguard ourCompany’s business andreputation. We must deal fairlywith the Company’s customers,suppliers and competitors andour fellow associates. We mustnever take unfair advantage ofothers or engage in unfairdealing practices. We seek toapply the Company’s ethicalstandards in all of our businessdealings, adhere to all AutoNationpolicies and procedures andcomply with all laws that apply tothe sale and marketing ofautomotive vehicles. It is theresponsibility of each of us toknow, understand and complyfully with these critical policiesand principles applicable to ourbusiness operations and ourconduct.

Workplace Safety and Health (See Policy No. 18)

We must work together in providing a safe and healthy workplace for allassociates and for visitors to Company premises. We must maintainfacilities free from recognized hazards and obey all Company health andsafety rules as well as applicable laws and regulations. We must operateequipment safely with all safety devices in place and wear personalprotective equipment wherever required. You must report to your managerany injuries or suspected violations of health and safety policies, laws orregulations.

Conflicts of Interest and Misappropriationof Corporate Opportunities (See Policy No. 19)

We each owe a duty to the Company to advance its legitimate interestswhen the opportunity to do so arises and to make decisions based on theCompany’s – and not our own personal - interests. A Conflict of Interestoccurs when your personal interests conflict or interfere in any way, oreven appear to conflict or interfere, with the interests of the Company.

Examples of transactions that present actual or potential Conflicts ofInterest include you or a family member owning an interest in or serving asan employee or consultant of a supplier, wholesale vehicles business or avendor that provides services to the Company such as computer repairs,software or landscaping services. A Corporate Opportunity is a potentialbusiness opportunity that an associate discovers through the use ofCompany property or information or the associate’s position at AutoNation.It can also be using the Company’s property, information or position forpersonal gain. Examples of improperly taking Corporate Opportunitiesinclude seeking a dealership franchise from an auto manufacturer for afamily member to operate separately from AutoNation, or purchasing realestate or other facilities that you have reason to know that the Companymay be interested in.

Associates must not enter into a transaction or engage in an activity givingrise to a Conflict of Interest or that involves a Corporate Opportunitywithout making prompt and full disclosure in writing to any member ofAutoNation’s Business Ethics Committee and obtaining the prior writtenapproval of the Business Ethics Committee, the Corporate GovernanceCommittee or the Board of Directors. Executive officers must make fulldisclosure to and obtain the prior written approval of the CorporateGovernance Committee or the Board of Directors before entering into anysuch transaction or engaging in any such activity.

Protection of Company Property and Information (See Policy No. 20)

Each of us is responsible for protecting Company Property and ConfidentialInformation from misuse, theft, fraud, waste, carelessness, loss,unauthorized use, disclosure or disposal and for ensuring efficient use ofCompany Property. Except as authorized by the Company, we may not useCompany Property or Confidential Information for any use other thanAutoNation business. Company Property and Confidential Informationshould be used for legitimate business purposes. As a general rule,associates should presume that any information they receive aboutAutoNation or its customers is Confidential Information and, therefore,should be protected from disclosure.

“AutoNation simply willnot tolerate any improper,unethical or illegalfinancial activities. Youmust contact us if yoususpect there’s aproblem.”

— Michael J. ShortExecutive Vice President & Chief Financial Officer

Accurate Books and Records (See Policy No. 21)

Associates must complete all Company documents accurately, truthfully and ina timely manner and record the Company’s financial activities in compliancewith all applicable laws and accounting practices. It is Company policy to makefull, fair, accurate, timely and understandable disclosure in compliance with allapplicable laws and regulations in all reports and documents that the Companyfiles with, or submits to, the Securities and Exchange Commission and in allother public communications made by the Company. AutoNation is alsocommitted to maintaining complete and accurate records for the time periodsneeded for AutoNation’s business purposes and as required by law.

If you learn of a subpoena, or a pending or contemplated litigation orgovernment investigation, you should immediately contact AutoNation’s Legal Department. You must retain and preserve ALL records that may beresponsive to the subpoena or relevant to the litigation or that may pertain tothe investigation until you are advised by the Legal Department as to how toproceed. You must not destroy or alter any such records in your possession orcontrol. You must also affirmatively preserve from destruction all relevantrecords that without intervention would automatically be destroyed or erased,such as e-mails. Destruction of such records, even if inadvertent, couldseriously prejudice the Company and could result in criminal prosecution or jailtime. If you have any questions regarding whether a particular record pertainsto a pending or contemplated investigation or litigation or how to preserveparticular types of records, you should preserve the records in question andask the Legal Department for advice.

Handling Information Requests from News Media and the Financial Community (See Policy No. 22)

As a publicly held company, AutoNation has a responsibility and an interest inproviding accurate and timely disclosure of information. To help ensure thatexternal communications about the Company are accurate, consistent and incompliance with applicable laws and regulations, the Company has appointeddesignated spokespersons who are the only personnel authorized to discussinformation about AutoNation with persons outside the Company. No one elsein the Company is authorized to speak on behalf of AutoNation. Associatesshould instead refer requests for information from persons outside ofAutoNation to the Corporate Communications, Investor Relations or LegalDepartments, and should then inform the appropriate manager or departmenthead of the request.

Antitrust Law and Competitive Practices (See Policy No. 23)

All of us must strictly observe the requirements of all federal and stateantitrust laws. Any violations may have far-reaching effects for theCompany, and the individuals involved can face potential criminalprosecution, even resulting in jail time. You should contact AutoNation’sLegal Department immediately if you are aware of any agreement thateven potentially raises questions about price-fixing, market or customerallocations, service limitations or boycotts of particular companies ororganizations.

PrivacyConsiderationsTrust is essential to

the success of AutoNation,

both within our Company

and with our customers,

suppliers, clients, business

partners and others.

Protecting the privacy and

confidentiality of certain

information is a critical

element in maintaining that

trust. Each of us at

AutoNation must treat

confidential information in a

responsible and ethical

manner in accordance with

the law and the following

policies and principles.

Insider Trading and Tipping (See Policy No. 24)

All AutoNation associates and Board members must comply with allapplicable laws and regulations relating to insider trading. Federal lawprohibits associates and others from buying and selling AutoNationsecurities while aware of information not publicly known that could affectthe price of the securities. Associates and Board members also areprohibited from providing information that is not publicly known to others ifit is reasonably foreseeable that the person will misuse the information bytrading in securities or passing the information to others for the purpose oftrading ("tipping").

Confidentiality of Customer Information (See Policy No. 25)

We must protect customer information from misuse, theft, loss, disclosureand unauthorized use. We may not reveal any information regarding anAutoNation customer to others outside the Company without first obtainingthe permission of the customer or as required by law. We must also guardagainst disclosure of customer information to fellow associates whoseduties do not require that they be given the information.

Intellectual Property and Information of Others (See Policy No. 26)

Intellectual Property includes copyrights, patents, trademarks, trade secretsand other confidential information. We must help maintain AutoNation’sreputation as a fair competitor, ensure the integrity of Intellectual Propertyin the marketplace and comply with the laws regulating IntellectualProperty and industrial espionage. This commitment to fairness includesrespecting the Intellectual Property rights of our suppliers, customers,business partners, competitors and others.

Information Technology Security (See Policy No. 27)

All users of AutoNation’s Information Technology (IT) and everyone whoworks at or for AutoNation, including associates, consultants, vendors andbusiness partners, must comply with IT security policies, and use theseresources in a professional, lawful and ethical manner. We are eachresponsible for the privacy and confidentiality of our computer accountsand secret passwords. It is everyone’s responsibility to report violations tomanagement. We may access only those systems and that data for whichwe are authorized. Disclosure of data is to occur only to other personsauthorized to have access to the same data.

All IT resources to which AutoNation provides or gives you access are forpurposes of Company-approved business use, and all data stored onCompany systems is Company property. You should, therefore, have noexpectation of personal privacy in connection with your use of any ITresources. The Company makes no representation whatsoever of privacy ine-mail or voicemail messages or any computer file, despite any designationof "PRIVATE" or similar comment on such message or file. AutoNationreserves the right to monitor use of business communication systems.Personal use of electronic mail and telephones is permitted on a limitedbasis so long as such use is appropriate and reasonable and does notinterfere with job performance. Even personal messages on the Company’semail and voicemail systems are Company property. The Company also hasthe right to use software that can identify and block access to Internet sitesthat it considers inappropriate in the workplace. All users have theresponsibility to use these resources in a professional, lawful and ethicalmanner.

“To succeed in ourbusiness, you have to have a passion for it…But you must also have the guts to do the rightthing… And that is whatAutoNation’s BusinessEthics Program is allabout!”

— Michael E. MaroonePresident & Chief Operating Officer

Government Investigations and Interviews (See Policy No. 28)

AutoNation is committed to cooperating with government agencies. Whendoing so, the Company’s two primary goals are 1) to provide governmentagents and investigators complete and accurate information, and 2) toprotect AutoNation’s legal rights. To accomplish these goals, associates areencouraged (but not required) to notify the Legal Department aboutrequests for interviews by the government. Associates must notify theLegal Department immediately upon receipt of a government subpoena orsearch warrant or notice of a government inspection. When dealing withthe government, associates must always be truthful and accurate.

Government Relations — Dealing with Government Regulators and Employees (See Policy No. 29)

You must comply fully with all regulations and laws governing contacts anddealing with government regulators and employees and adhere to thehighest ethical and legal standards of business conduct.

Government Relations — PoliticalContributions and Activities (See Policy No. 30)

It is AutoNation’s policy to comply with all federal, state and local lawsregarding political contributions and activities. You may not make anypolitical contribution of Company funds, property or services to anypolitical party or committee or to any candidate for or holder of any officeof any government without prior review and approval of AutoNation’sGeneral Counsel or his designee.

Government Contracts (See Policy No. 31)

You may not enter into a contract with a government agency without firstobtaining the approval of AutoNation’s General Counsel. In contractingwith the government, it is absolutely essential that AutoNation and itsassociates comply strictly with the laws and regulations that apply togovernment contracting. It is also critical that the terms of any governmentcontract be met.

ConclusionAutoNation relies on every associate to help ensure compliance with thelaw and to protect the Company’s good name and reputation. We arecommitted to conducting business activities in an ethical and forthrightmanner and in accordance with applicable laws and regulations. Ultimateresponsibility to ensure that we, as a Company, comply with the many laws,regulations and ethical standards affecting our business rests with each ofus. This Code is intended to help you better understand how to comply withthe law and AutoNation’s ethical principles and requirements.

AutoNation and theGovernmentHow AutoNation conducts

business and relationships with

the government, at all levels, is

of critical importance. At all

times, we must conform to the

highest standards of ethical

and legal conduct. It is the

important responsibility of

each of us to know, understand

and comply fully with the

following policies and

principles to help guide us

through often complex

situations and issues related to

dealing with the government.

No Rights Created. Nothing contained in this Code, the Business Ethics Policies or other Business EthicsProgram communications creates or implies an employment contract or term of employment. Employees ofthe Company are employed at-will, except when covered by an express, written employment agreement. Thismeans that you may choose to resign your employment at any time, for any reason or for no reason at all.Similarly, the Company may choose to terminate your employment at any time, for any legal reason or forno reason at all, but not for an unlawful reason. This Code is not intended to and does not create anyobligations to or rights in any associate, client, supplier, competitor, shareholder or any other person orentity. AutoNation continuously reviews its Business Ethics Program; this Code and the Business EthicsPolicies, therefore, are subject to modification.

Waivers of the Code. Waivers of the Code for directors and executive officers may be made only by theBoard of Directors and will be disclosed as required by law or regulation.