Standardized 401(K) Profit Sharing Plan (2004)Full Document 

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                             ADOPTION AGREEMENT #006
                     STANDARDIZED 401 PROFIT SHARING PLAN


         The undersigned, Credit Acceptance Corporation ("Employer"), by
executing this Adoption Agreement, elects to establish a retirement plan and
trust ("Plan") under the The Chicago Trust Company Master Retirement Plan (basic
plan document # 01 ). The Employer, subject to the Employer's Adoption Agreement
elections, adopts fully the Prototype Plan and Trust provisions. This Adoption
Agreement, the basic plan document and any attached appendices or addenda,
constitute the Employer's entire plan and trust document. All section references
within this Adoption Agreement are Adoption Agreement section references unless
the Adoption Agreement or the context indicate otherwise. All article references
are basic plan document and Adoption Agreement references as applicable. Numbers
in parenthesis which follow headings are references to basic plan document
sections. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document.

                                   ARTICLE I
                                  DEFINITIONS

1.       PLAN (1.21). The name of the Plan as adopted by the Employer is Credit
Acceptance Corporation 401(k) Profit Sharing Plan and Trust.

2.       TRUSTEE (1.33). The Trustee executing this Adoption Agreement is:
(Choose one of (a), (b) or (c))

[N/A]    (a) A DISCRETIONARY TRUSTEE. See Plan Section 10.03[A].

[X]      (b) A NONDISCRETIONARY TRUSTEE. See Plan Section 10.03[B].

[N/A]    (c) A TRUSTEE UNDER A SEPARATE TRUST AGREEMENT. See Plan Section
         10.03[G].

3.       EMPLOYEE (1.11). The following Employees are not eligible to
participate in the Plan: (Choose (a) or one or both of (b) or (c) as applicable)

[X]      (a) NO EXCLUSIONS.

[N/A]    (b) COLLECTIVE BARGAINING EMPLOYEES.

[N/A]    (c) NONRESIDENT ALIENS.

4.       COMPENSATION (1.07). The Employer makes the following election(s)
regarding the definition of Compensation for purposes of the contribution
allocation formula under Article III: (Choose one of (a), (b) or (c))

[X]      (a) W-2 WAGES INCREASED BY ELECTIVE CONTRIBUTIONS.

[N/A]    (b) CODE SECTION 3401(a) FEDERAL INCOME TAX WITHHOLDING WAGES INCREASED
         BY ELECTIVE CONTRIBUTIONS.

[N/A]    (c) 415 COMPENSATION.

[Note: Each of the Compensation definitions in (a), (b) and (c) includes
Elective Contributions. See Plan Section 1.07(D). To exclude Elective
Contributions, the Employer must elect (g).]

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which an Employee first
becomes a Participant, the Plan Administrator will determine the allocation of
Employer contributions (excluding deferral contributions) by taking into
account: (Choose one of (d) or (e))

[N/A]    (d) PLAN YEAR. The Employee's Compensation for the entire Plan Year.

[X]      (e) COMPENSATION WHILE A PARTICIPANT. The Employee's Compensation only
         for the portion of the Plan Year in which the Employee actually is a
         Participant.

MODIFICATIONS TO COMPENSATION DEFINITION. The Employer elects to modify the
Compensation definition elected in (a), (b) or (c) as follows. (Choose one or
more of (f), (g) or (h) as applicable)

[N/A]   (f) FRINGE BENEFITS. The Plan excludes all reimbursements or other
        expense allowances, fringe benefits (cash and noncash), moving expenses,
        deferred compensation and welfare benefits.




(C) Copyright 2001 ABN AMRO Trust Services Company 11/02

                                       1


CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST



[X]      (g) ELECTIVE CONTRIBUTIONS. The Plan excludes a Participant's Elective
         Contributions. See Plan Section 1.07(D).

[N/A]    (h) EXCLUSION. The Plan excludes Compensation of each Highly
         Compensated Employee in excess of: ____________.

5.       PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean
the 12-consecutive month period (except for a short Plan Year) ending every:
(Choose (a) or (b). Choose (c) if applicable)

[X]      (a) DECEMBER 31.

[N/A]    (b) OTHER: ____________.

[N/A]    (c) SHORT PLAN YEAR: commencing on: ____________ and ending on:
         ____________.

6.       EFFECTIVE DATE (1.10). The Employer's adoption of the Plan is a:
(Choose one of (a) or (b))

[N/A]    (a) NEW PLAN. The Effective Date of the Plan is: ____________.

[X]      (b) RESTATED PLAN. The restated Effective Date is: January 1, 1997.

         This Plan is an amendment and restatement of an existing retirement
         plan(s) originally established effective as of: January 1, 1993.

7.       HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for
Hours of Service is: (Choose one or more of (a) through (d) as applicable)

[X]      (a) ACTUAL METHOD. See Plan Section 1.15(B).

[N/A]    (b) EQUIVALENCY METHOD. The Equivalency Method is: ____________. [Note:
         Insert "daily," "weekly," "semi-monthly payroll periods" or "monthly."]
         See Plan Section 1.15(C).

[N/A]    (c) COMBINATION METHOD. In lieu of the Equivalency Method specified in
         (b), the Actual Method applies for purposes of: ____________.

[N/A]    (d) ELAPSED TIME METHOD. In lieu of crediting Hours of Service, the
         Elapsed Time Method applies for purposes of crediting Service for:
         (Choose one or more of (1), (2) or (3) as applicable)

    [N/A]    (1) Eligibility under Article II.

    [N/A]    (2) Vesting under Article V.

    [N/A]    (3) Contribution allocations under Article III.

8.       PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor
service the Plan must credit by reason of Section 1.30 of the Plan, the Plan
credits as Service under this Plan, service with the following predecessor
employer(s): N/A.

[Note: If the Plan does not credit any additional predecessor service under this
Section 1.30, insert "N/A" in the blank line. The Employer also may elect to
credit predecessor service with specified Participating Employers only. See the
Participation Agreement.] Service with the designated predecessor employer(s)
applies: (Choose one or more of (a) through (d) as applicable)

[N/A]    (a) ELIGIBILITY. For eligibility under Article II. See Plan Section
         1.30 for time of Plan entry.

[N/A]    (b) VESTING. For vesting under Article V.

[N/A]    (c) CONTRIBUTION ALLOCATION. For contribution allocations under Article
         III.


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