UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 22, 2007

CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)

          Michigan                      000-20202                 38-1999511
(State or other jurisdiction           (Commission             (I.R.S. Employer
      of incorporation)                File Number)          Identification No.)

25505 West Twelve Mile Road, Suite 3000,
          Southfield, Michigan                                     48034-8339
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code: 248-353-2700

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 22, 2007, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Credit Acceptance Corporation (the "Company") approved the payment of executive bonuses for the year ended December 31, 2006, and determined the following for eligible executive officers of the Company:

- Base salaries for 2007;

- Annual bonus payments for 2006;

- Restricted stock grants for 2006 pursuant to the Company's Incentive Compensation Plan (the "Plan");

- A form of agreement to be used in connection with grants of restricted stock awards under the Plan;

- A restricted stock unit award granted to the Chief Executive Officer; and

- Incentive compensation bonus formula for 2007.

BASE SALARY INCREASES

The following table sets forth information regarding the new base salaries for the executive officers named in the 2006 annual meeting proxy statement and the Company's chief financial officer (collectively, the "Named Executive Officers"):

                                                      2006 BASE   2007 BASE
   EXECUTIVE OFFICER         PRINCIPAL POSITION        SALARY     SALARY (A)
----------------------   --------------------------   ---------   ----------
    Donald A. Foss          Chairman of the Board      $475,000    $475,000
   Brett A. Roberts        Chief Executive Officer     $400,000    $753,846
    Steven M. Jones      Chief Originations Officer    $278,538    $476,923
 Michael W. Knoblauch      Chief Operating Officer     $297,115    $388,462
   Kenneth S. Booth        Chief Financial Officer     $235,384    $315,192
Keith P. McCluskey (B)        Former President         $223,750    $     --

(A) The Compensation Committee, based on a variety of factors, including individual performance, competitive practices and industry norms, has reviewed the Company's compensation policy and has set the base salaries for the executive officers consistent with this policy. Base salary levels for executive officers are determined by aligning external labor market information with the executive officer's responsibilities, skills, and individual performance. Salaries are reviewed annually and are adjusted based on the recommendation of management. 2007 base salaries reflect the fact that salary increases are effective February 5, 2007.

(B) Mr. McCluskey resigned from the Company effective September 1, 2006.

ANNUAL BONUS PAYMENTS FOR 2006 PERFORMANCE

The following table sets forth information regarding the annual bonus payment amounts for 2006 for the Named Executive Officers:

                                                      2006 BONUS
   EXECUTIVE OFFICER         PRINCIPAL POSITION       PAYMENT (A)
----------------------   --------------------------   -----------
    Donald A. Foss          Chairman of the Board       $     --
   Brett A. Roberts        Chief Executive Officer      $319,744
    Steven M. Jones      Chief Originations Officer     $134,704
 Michael W. Knoblauch      Chief Operating Officer      $159,872
   Kenneth S. Booth        Chief Financial Officer      $ 70,736
Keith P. McCluskey (B)        Former President          $136,523


(A) The 2006 cash bonus was determined in accordance with the formula determined by the Compensation Committee in accordance with the Company's Incentive Compensation Plan (the "Plan"). Bonus amounts are based on a percent of the amount of adjusted economic profit and a percent of the change in adjusted economic profit generated by the Company. The Company defines economic profit as net income (adjusted for non-recurring items) less a cost of equity equal to 10% of average equity. The cash portion of Named Executive Officers 2006 bonuses (other than Mr. Foss, who does not receive variable compensation) were calculated as follows: 8.0% of the change in economic profit year over year plus 0.8% of economic profit for Mr. Roberts, the Chief Executive Officer; 3.4% and 0.3% for Mr. Jones, the Chief Originations Officer; 4.0% and 0.4% for Mr. Knoblauch, the Chief Operating Officer; 2.0% and 0.2% for Mr. Booth, the Chief Financial Officer; and 3.3% and 0.3% for Mr. McCluskey, the Company's former President. The bonus formula was applied to the Company's improvement of economic profit from 2005 to 2006, and the determination of the actual bonus amounts was approved by the Compensation Committee on February 22, 2007.

(B) Mr. McCluskey resigned from the Company effective September 1, 2006.

RESTRICTED STOCK GRANTS FOR 2006 PERFORMANCE

On February 22, 2007, the Compensation Committee approved the grant of restricted stock to executive officers of the Company pursuant to the Plan. The grants made to the Named Executive Officers are set forth below:

                                                      SHARES OF
                                                      RESTRICTED
   EXECUTIVE OFFICER         PRINCIPAL POSITION        STOCK (A)
----------------------   --------------------------   ----------
    Donald A. Foss          Chairman of the Board           --
   Brett A. Roberts        Chief Executive Officer       1,144
    Steven M. Jones      Chief Originations Officer      3,895
 Michael W. Knoblauch      Chief Operating Officer       5,530
   Kenneth S. Booth        Chief Financial Officer       4,650
Keith P. McCluskey (B)        Former President              --

(A) The amount of restricted stock grants was determined in accordance with the formula determined by the Compensation Committee in accordance with the Plan. Restricted stock awards were determined based upon a multiplier of the cash portion of the variable compensation award, less current stock option carrying costs for the individual. The process of considering previous stock option grants provides a method to ensure the Company's costs are aligned with the employee's organization level and performance. For all of the Named Executive Officers, the multiplier was 2.0. The number of shares granted was determined based on the average of the high and low market prices of the Company's common stock on February 22, 2007, which was $26.30 per share. The restricted stock grants vest in accordance with the following schedule:

- 1/3 of the original number of Restricted Shares will vest on the first anniversary of the Grant Date;

- 1/3 of the original number of Restricted Shares will vest on the second anniversary of the Grant Date; and;

- The remaining 1/3 of the original number of Restricted Shares will vest on the third anniversary of the Grant Date.

(B) Mr. McCluskey resigned from the Company effective September 1, 2006.


RESTRICTED STOCK GRANT FORM

On February 22, 2007, the Compensation Committee approved a form of agreement to be used in connection with grants of restricted stock awards under the Plan. The shares granted under the agreement are subject to transfer restrictions, which lapse in three equal annual installments beginning one year after the grant date. The recipient will be treated as the shareholder of record with respect to such shares (including the right to vote and receive dividends in respect of such shares) from the date of grant, unless the shares are forfeited. The form of agreement is attached as Exhibit 10(q)(4) and incorporated herein by reference.

RESTRICTED STOCK UNIT AWARD

On February 22, 2007, the Compensation Committee approved an award of 300,000 restricted stock units to Mr. Roberts, the Chief Executive Officer. Each restricted stock unit represents and has a value equal to one share of common stock of the Company. The restricted stock units will be earned over a five year period based upon the annual increase in the Company's adjusted economic profit. As a result of this grant, Mr. Roberts will not participate in other annual cash bonuses or annual restricted stock grants over the five year period. Any earned shares will be distributed to Mr. Roberts on February 22, 2014. The agreement is attached as Exhibit 10(q)(5) and incorporated herein by reference.

INCENTIVE COMPENSATION BONUS FORMULA FOR 2007

On February 22, 2007, the Compensation Committee determined the 2007 annual bonus and restricted stock formulas for the Company's executive officers. The 2007 cash bonus formula was determined in accordance with the formula determined by the Compensation Committee in accordance with the Plan. Bonus amounts are based on a percent of the change in adjusted economic profit generated by the Company. The Company defines economic profit as net income (adjusted for non-recurring items) less a cost of equity equal to 10% of average equity. The formula for the cash portion of Named Executive Officers 2007 bonuses (other than Mr. Foss, who does not receive variable compensation) will be the percentage change in economic profit year over year for each of the Named Executive Officers multiplied by their base salary multiplied by the multiplier. Restricted stock awards will be equivalent to the cash portion of the variable compensation award, less current stock option carrying costs for the individual. The process of considering previous stock option grants provides a method to ensure the Company's costs are aligned with the employee's organization level and performance. The multiplier will be 7.5 for Mr. Jones and Mr. Knoblauch and 5.0 for Mr. Booth, the Chief Financial Officer. Mr. Roberts, the Chief Executive Officer, will not be eligible for a cash or restricted stock grant incentive award due to his restricted stock unit award agreement mentioned above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10(q)(4)  Form of Restricted Stock Grant Agreement.
10(q)(5)  Restricted Stock Unit Award Agreement.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CREDIT ACCEPTANCE CORPORATION

By: /s/ Kenneth S. Booth
    -----------------------------------
    Kenneth S. Booth
    Chief Financial Officer
    February 28, 2007


EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION
-----------   -----------
10(q)(4)      Form of Restricted Stock Grant Agreement.

10(q)(5)      Restricted Stock Unit Award Agreement.


EXHIBIT 10(Q)4

CREDIT ACCEPTANCE CORPORATION
RESTRICTED STOCK GRANT AGREEMENT

Credit Acceptance Corporation (the "CORPORATION") hereby grants you, _________________ (the "PARTICIPANT"), a Restricted Stock Award (the "AWARD") under the Credit Acceptance Corporation 2004 Incentive Compensation Plan, dated as of April 1, 2004 and approved by the shareholders of the Corporation on May 13, 2004 (the "PLAN"). The terms and conditions of the Award are set forth below and in the attached Appendix A.

GRANT DATE:                             ________________________________________

TOTAL RESTRICTED SHARES:                ________________________________________

VESTING (PERIOD OF RESTRICTION):        As described in Appendix A

AWARD DESIGNATED AS GRANTED
UNDER CODE SECTION 162(m)? [ ] Yes [ ] No

(Unless "Yes" is checked, the Committee has not designated the Award as granted under Code Section 162(m).)

IMPORTANT:

Your signature below indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in Appendix A and in the Plan. BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND THAT YOU HAVE READ THE PLAN, THIS AGREEMENT, AND APPENDIX A, WHICH CONTAINS SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

CREDIT ACCEPTANCE CORPORATION


(Participant's name)

By
   ----------------------------------   ----------------------------------------
                                        (Participant's signature)

Date:                                   Date:
      -------------------------------         ----------------------------------


APPENDIX A--TERMS AND CONDITIONS

1. Definitions. In this Agreement

"RESTRICTED SHARES" means the shares of Restricted Stock issued to the Participant pursuant to the Plan and this Agreement. The Restricted Shares consist of the number of shares of the Corporation's Common Stock set forth on the first page of this Agreement.

Any other capitalized words or terms used in this Agreement and defined in the Plan have the definitions set forth in the Plan unless the context requires otherwise.

2. No Effect on Employment. If the Participant's employment with the Corporation or any of its Affiliates is on an at-will basis, the terms of the Participant's employment will be determined from time to time by the Corporation or the Affiliate employing the Participant (as the case may be), and the Corporation or the Affiliate will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Participant at any time for any reason whatsoever, with or without cause. If the Participant has a written employment agreement with Corporation or any Affiliate which contains different or additional provisions relating to Plan awards, or otherwise conflicts with the terms of this Agreement, the provisions of the employment agreement will govern.

3. Uncertificated and Certificated Shares; Transfer Restrictions. The Corporation, at its option, may issue certificates representing Restricted Shares or may issue Restricted Shares without certificates. In either case, the Restricted Shares will be issued in the name of the Participant. If the Restricted Shares are issued without certificates, a record of the number of shares so issued and other relevant information will be maintained by the transfer agent for the Common Stock, and, within a reasonable time after issuance, the Participant will receive a written statement of the information that would have appeared on the certificate if the Restricted Shares had been represented by a certificate.

During the Restricted Period, Restricted Shares may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated. Whether or not the Restricted Shares are represented by a certificate, the Corporation may instruct the transfer agent for its Common Stock to note in its records the restrictions on transfer set forth in the Plan and this Agreement.

If Restricted Shares are represented by a certificate, the certificate will be held by the Secretary of the Corporation as escrow agent (the "ESCROW AGENT"). The Corporation may instruct the transfer agent for its Common Stock to place a legend on the certificates setting forth or referring to the restrictions on transfer set forth in the Plan and this Agreement.

No certificates representing Restricted Shares will be delivered by the Corporation or the Escrow Agent to the Participant unless and until the Restricted Shares have vested and all other applicable terms and conditions in this Agreement have been satisfied.

A-1

4. Restricted Period and Vesting. Except as provided in paragraph 5, and subject to paragraph 6, the Restricted Period for the Restricted Shares will terminate when the Restricted Shares vest in accordance with the following schedule:

(a) 1/3 of the original number of Restricted Shares will vest on the first anniversary of the Grant Date;

(b) 1/3 of the original number of Restricted Shares will vest on the second anniversary of the Grant Date; and

(c) The remaining 1/3 of the original number of Restricted Shares will vest on the third anniversary of the Grant Date;

For purposes of computations under this paragraph 4, the number of vested Restricted Shares will be rounded down, if necessary, to the next lower whole number of shares.

5. Termination During Restricted Period. Notwithstanding paragraph 4, if the Participant ceases to be an Employee or Non-Employee Director during the applicable Restricted Period for any reason, any Restricted Shares as to which the Restricted Period has not yet lapsed or been waived shall be forfeited by the Participant; provided, however, that such termination will not result in forfeiture, and the Restricted Shares instead will vest in accordance with paragraph 4, if the Participant's status as an Employee or Non-Employee Director is terminated involuntarily (other than for Cause or due to death or Disability) within six months following a Change in Control.

Notwithstanding the above, the Committee, in its sole discretion, may waive or change the remaining restrictions or add additional restrictions with respect to any Restricted Shares that would otherwise be forfeited, as it deems appropriate.

6. Forfeiture. Restricted Shares that are forfeited pursuant to paragraph 5 shall be deemed automatically transferred to and reacquired by the Corporation at no cost to the Corporation upon the date of the forfeiture. The Participant hereby appoints the Corporation, with full power of substitution, as the Participant's true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer any certificate or certificates evidencing such unvested Restricted Shares to the Corporation upon forfeiture.

7. Taxes. Notwithstanding any contrary provision of this Agreement, Restricted Shares may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated (even after the Restricted Period ends), and no certificate representing Restricted Shares may be released from the escrow established pursuant to paragraph 3, unless and until satisfactory arrangements (as determined by the Committee) are made by the Participant with respect to the payment of income and employment taxes which the Corporation determines must be withheld with respect to the Restricted Shares. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to

A-2

satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Corporation withhold otherwise deliverable Restricted Shares, (b) delivering to the Corporation already vested and owned Shares having a fair market value equal to the minimum amount required to be withheld or (c) cash or certified check. If the Participant does not deposit with the Company (on or before the date taxes are to be remitted by the Company) the full required amount then due for taxes, before a certificate for any shares is delivered, the Company shall sell (in a market transaction or in a non-market transaction at the market price) sufficient vested shares held for the Participant and deduct such taxes from the proceeds of sale. If the Participant makes an election under
Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to the Restricted Shares as of the date of grant of the Restricted Shares rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall deliver a copy of such election to the Corporation immediately after filing such election with the Internal Revenue Service, together with any tax withholding required by the Committee. Neither the Corporation nor any Affiliate nor the Committee makes any commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement.

8. Rights as Shareholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a shareholder of the Corporation in respect of any Restricted Shares deliverable hereunder unless and until such Restricted Shares have been issued, recorded on the records of the Corporation or its transfer agents or registrars, and (if certificated) delivered to the Participant or the Escrow Agent. Except as provided in Part III of the Plan, after such issuance, recordation, and delivery, the Participant will have all the rights of a shareholder of the Corporation with respect to voting such Restricted Shares and receipt of dividends and distributions on such Restricted Shares. Participant hereby consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports, and other related documents. If the Corporation establishes procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), Participant hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Corporation to provide administrative services related to the Plan, including any program adopted under the Plan.

9. Additional Conditions to Release from Escrow. If at any time the Corporation determines, in its discretion, that the listing, registration, or qualification of the Restricted Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition to the release of the Restricted Shares from the restrictions on transfer contained in this Agreement (and, if applicable, the escrow established pursuant to paragraph 3), such release will not occur unless and until such listing, registration, qualification, consent, or approval has been effected or obtained free of any conditions not acceptable to the Corporation. The Corporation will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

A-3

10. Notices. Any notice under this Agreement shall be addressed to the Corporation in care of its Secretary at the principal executive office of the Corporation and to the Participant at the address appearing in the personnel records of the Corporation for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11. Award Not Transferable. Except as otherwise provided in this Agreement, the Award and the rights and privileges conferred hereby may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) by the Participant and will not be subject to sale under execution, attachment, or similar process. Upon any attempt by the Participant to transfer, assign, pledge, hypothecate, or otherwise dispose of the Award, or any right or privilege conferred hereby, or upon any attempted sale of the Participant's rights under the Award under any execution, attachment, or similar process, the Award and the Participant's rights and privileges conferred hereby immediately will become null and void.

12. Binding Agreement. Subject to the limitation on the transferability of the Award contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors, and assigns of the parties hereto.

13. Committee Authority. The Committee will have the power and discretion to interpret this Agreement and to adopt such rules for the administration, interpretation, and application of the Agreement as are consistent herewith and with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Participant, the Corporation, and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

14. Captions. Captions in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

15. Agreement Severable. In the event that any provision in this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

16. Modifications to the Agreement. This Agreement and the Plan together constitute the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein and in the Plan. Modifications to this Agreement can be made only in an express written contract executed by a duly authorized officer of the Corporation.

17. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Michigan without regard to principles of conflict of laws.

18. Additional Actions. The parties will execute such further instruments and take such further action as may reasonably be necessary to carry out the intent of this Agreement.

A-4

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

A-5

EXHIBIT 10(Q)5

CREDIT ACCEPTANCE CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT

Credit Acceptance Corporation (the "CORPORATION") hereby grants you, Brett A. Roberts (the "PARTICIPANT"), a Restricted Stock Unit Award (the "AWARD") under the Credit Acceptance Corporation 2004 Incentive Compensation Plan, dated as of April 1, 2004 and approved by the shareholders of the Corporation on May 13, 2004 (the "PLAN"). The terms and conditions of the Award are set forth below.

GRANT DATE: FEBRUARY 22, 2007

NUMBER OF RESTRICTED STOCK UNITS: 300,000

PERFORMANCE PERIOD: 2007 THROUGH 2011

PERFORMANCE MEASURE: Restricted Stock Units will vest based upon percentage growth in Economic Profit as set forth in Appendix A to this Agreement.

THIS AGREEMENT, effective February 22, 2007, represents the grant of Restricted Stock Units by the Corporation to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Performance Period. The Performance Period commences on January 1, 2007, and ends on December 31, 2011.

2. Value of Restricted Stock Units. Each Restricted Stock Unit shall represent and have a value equal to one share of common stock, par value $0.01, of the Company, subject to adjustment as provided in Section 6.03 of the Plan.

3. Restricted Stock Units and Achievement of Performance Goal. The number of Restricted Stock Units to be earned under this Agreement, shall be based upon the Company's increase in adjusted Economic Profit as approved by the Compensation Committee as compared to the targets set forth in Appendix A to this Agreement.

4. Termination Provisions. Except as provided in Section 11 (a) of this Agreement, Participant shall be eligible for payment of earned Restricted Stock Units, as specified in Section 3, regardless of the Participant's employment with the Company through the end of the Performance Period.

5. Dividend Equivalents. During the Performance Period, the Company shall credit to Participant, on each date that the Company pays a cash dividend to holders of common


stock generally, an additional number of Restricted Stock Units ("Additional Restricted Stock Units") equal to the total number of whole Restricted Stock Units and Additional Restricted Stock Units previously credited to Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per share of common stock by the Company on such date, divided by the closing price of a share of common stock on such date. Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Additional Restricted Stock Units. A report showing the number of Additional Restricted Stock Units so credited shall be sent to Participant periodically, as determined by the Company. The Additional Restricted Stock Units so credited shall be subject to the same terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which the dividend equivalents were paid are forfeited.

6. Form and Timing of Restricted Stock Units. Other than a Change of Control, payment of the earned Restricted Stock Units shall be made in stock. Payment of earned Restricted Stock Units shall be made on February 22, 2014.

7. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

8. Nontransferability. Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

9. Administration. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

10. Specific Restrictions upon Shares. The Participant hereby agrees with the Company as follows:

a. The Participant shall acquire the shares issuable with respect to the Restricted Stock Units granted hereunder for investment purposes only not with a view of resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the "1933 Act") and shall not dispose of any such shares in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state securities or "blue Sky" laws.

b. If any shares acquired with respect to the Restricted Stock Units shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any such shares shall be


made by the Participant under such circumstances that he or she (or such other person) may be deemed an underwriter, as defined in the 1933 Act; and

11. Miscellaneous.

a. Change in Control. As provided by Section 6.02 of the Plan, in the event of a Change in Control, the restrictions applicable to the Restricted Stock Units granted under this Agreement shall lapse, the Performance Goal shall be deemened to have been achieved at target level, and all other terms and conditions shall be deemed to have been satisfied. Subject to Section 11(h) of this Agreement, payment shall be made in cash within thirty (30) days following the effective date of the Change in Control.

b. Adjustments to Shares. Subject to Plan Section 6.03, in the event of any merger, reorganization, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the Stock or other change in corporate structure affecting the Stock, the Committee or Board of Directors of the Company will make such substitution or adjustments in the aggregate number and kind of shares of Stock subject to this Restricted Stock Unit Award to prevent dilution of rights.

c. Notices. Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate either to the Participant or to the Human Resources Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at his or her address as he or she may designate in writing to the Company, or to the Attention: Human Resources Department, Credit Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

d. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

e. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State Michigan.

f. Provision of Plan. The Restricted Stock Units provided for herein and granted pursuant to the Plan, and said Restricted Stock Units and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement, solely by reference or expressly cited herein. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms shall completely supersede and replace the conflicting terms of this Agreement.

g. Code section 162(m). It is intended that payments pursuant to this Agreement to a Participant who is a "covered officer" within the meaning of section 162(m) of


the Internal Revenue Code constitute "qualified performance-based compensation" within the meaning of section 1.162.27(e) of the Income Tax Regulations. To the maximum extent possible, this Agreement and the Plan shall be so interpreted and construed. .

h. Section 16 Compliance. If the Participant is subject to Section 16 of the Exchange Act, except in the case of death or disability, or unless otherwise exempt, at least six months must elapse from the date of vesting of the Restricted Stock Units granted hereunder to the date of the Participant's disposition of such Restricted Stock Units or the underlying shares of stock.

IN WITNESS WHEREOF, the Credit Acceptance Corporation has executed this Agreement in duplicate on this ________ day and year first above written.

CREDIT ACCEPTANCE CORPORATION

BY: /s/ Kenneth S. Booth
    ---------------------------------
PRINT NAME: Kenneth S. Booth
            -------------------------
Its: Chief Financial Officer
     --------------------------------

I, acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.

BY: /s/ Brett A. Roberts
    ---------------------------------
    Brett A. Roberts


Appendix A

Each year, 20% of the Restricted Stock Unit is eligible to vest.

If compounded Economic Profit improves at least 10% annually ("Cumulative Growth"), starting with January 2007 as compared with 2006, 100% of the Restricted Stock Units eligible to vest will vest.

If Cumulative Growth is greater than 0% but less than 10% then half of the eligible Restricted Stock Units will vest.

In Years 2 through 5, if Cumulative Growth is 10% or greater, then all the Restricted Stock Units that did not vest in prior years, will also vest.