8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 21, 2005

ALLIED HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-22276	58-0360550
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

160 Clairemont Avenue, Suite 200
Decatur, Georgia
(Address of principal executive offices)

30030
(Zip Code)

Registrant’s telephone number, including area code: (404) 373-4285

Not Applicable
(Former name or 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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TABLE OF CONTENTS

EX-10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.11(A) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.21 EMPLOYMENT AGREEMENT

EX-99.1 PRESS RELEASE DATED JANUARY 25,2005

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Employment Agreement of Robert J. Rutland

     On January 21, 2005, Allied Holdings, Inc. (the “Company”) entered into an amendment (the “First Amendment”) to the Employment Agreement between the Company and Robert J. Rutland, Chairman of the Company, to be effective January 1, 2005. The First Amendment clarifies the calculation of any “bonus” to be included in determining the amount of severance owed to Mr. Rutland upon his termination of employment. Previously, the term “bonus” included only bonuses granted to Mr. Rutland under the Company’s EVA Based Incentive Plan (the “EVA Plan”). However, the Company ceased granting bonuses under the EVA Plan in 2001. As revised, the term “bonus” will now include any bonuses paid or owed under any bonus plan utilized by the Company. All other terms of Mr. Rutland’s employment agreement remain in full force and effect and a description of such terms is included in the Company’s proxy statement for the 2004 Annual Meeting of Shareholders. A copy of the First Amendment is filed with this Current Report and incorporated herein by reference.

Employment Agreement with Thomas H. King

     On January 25, 2005, in connection with the appointment of Thomas H. King as Executive Vice President and Chief Financial Officer of the Company, as discussed below in response to Item 5.02, the Company entered into an Employment Agreement with Mr. King (the “King Employment Agreement”). A copy of the King Employment Agreement is filed with this Current Report and incorporated herein by reference.

     The King Employment Agreement provides for a one-year term ending January 25, 2006, which automatically renews for an additional one-year period at the end of each term. The King Employment Agreement provides for compensation to Mr. King in the form of an annual base salary in an amount equal to $330,000, subject to annual increase by the Compensation and Nominating Committee, participation in Company bonus plans, a monthly automobile allowance and receipt of medical and other benefits.

     Mr. King will receive severance benefits pursuant to the terms of the King Employment Agreement if: (i) the Company terminates Mr. King’s employment other than for “Cause” (as defined therein) or elects not to extend Mr. King’s employment beyond any initial or renewal term of the King Employment Agreement; (ii) Mr. King terminates his employment with the Company as a result of (A) a material change in his duties or responsibilities or a failure to be elected or appointed to the position held by him, (B) the Company relocating Mr. King or requiring him to perform substantially all his duties outside the

metropolitan Atlanta, Georgia area, or (C) the filing of a petition in bankruptcy by or against the Company or the making by the Company of an assignment for the benefit of creditors or seeking appointment of a receiver or custodian for the Company; or (iii) within one year following a “change of control” with respect to the Company, the King Employment Agreement is terminated by the Company or by Mr. King or not extended for any renewal term. The severance benefits payable to Mr. King will be the greater of (X) fifty-two weeks of Mr. King’s then base salary or (Y) the severance amount due to employees of the Company in accordance with the Company’s severance plan or guidelines then in effect. The Company is also required to provide to Mr. King medical and hospitalization benefits and other benefits for defined periods following termination triggering severance benefits.

     A “change of control” under the King Employment Agreement occurs (i) in the event of a merger, consolidation or reorganization of the Company following which the shareholders of the Company immediately prior to such reorganization, merger or consolidation own in the aggregate less than seventy percent (70%) of the outstanding shares of common stock of the surviving corporation; (ii) upon the sale, transfer or other disposition of all or substantially all of the assets or more than thirty percent (30%) of the then outstanding shares of common stock of the Company, other than as a result of a merger or other combination of the Company and an affiliate of the Company; (iii) upon the acquisition by any person of beneficial ownership (as defined in the Securities Exchange Act of 1934) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting securities; or (iv) if the members of the Board of Directors who served as such on the date of the applicable employment agreement (or any successors approved by two-thirds (2/3) of such Board members) cease to constitute at least two-thirds (2/3) of the membership of the Board.

Amendment and Restatement of Employment Agreement with Thomas M. Duffy

     On January 21, 2005, the Company entered into an Amended and Restated Employment Agreement (the “Amended and Restated Agreement”) with Thomas M. Duffy, Executive Vice President, General Counsel and Secretary of the Company, to be effective as of January 1, 2005. Mr. Duffy’s existing employment agreement was amended to (i) clarify the calculation of any “bonus” to be included in determining the amount of severance owed to Mr. Duffy upon his termination of employment and (ii) provide for payment of a bonus to Mr. Duffy upon the filing by the Company of certain annual and quarterly reports with the Securities and Exchange Commission.

     As discussed above in connection with the First Amendment to the Employment Agreement of Mr. Rutland, the Amended and Restated Agreement clarifies that the “bonus” included in determining the amount of severance owed to Mr. Duffy upon his termination now includes bonuses granted pursuant to any bonus plan utilized by the Company and is not limited solely to bonuses granted under the EVA Plan. In addition, the Amended and Restated Agreement also includes a provision for the payment of the following bonuses to Mr. Duffy: $86,625 upon the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004; $24,750 upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005; and $136,125 upon the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

     All other terms of Mr. Duffy’s employment agreement remain in full force and effect and a description of such terms is included in the Company’s proxy statement for the 2004 Annual Meeting of Shareholders. A copy of the Amended and Restated Employment Agreement is filed with this Current Report and incorporated herein by this reference.

Item 1.02 Termination of a Material Definitive Agreement

     On January 25, 2005, the Employment Agreement between the Company and David Rawden was terminated as a result of Mr. Rawden’s resignation from the Company, as discussed below in response to Item 5.02. In connection with his resignation, the Company has agreed to pay Mr. Rawden’s current base salary, $330,000, in accordance with the Company’s regular payroll practices. In addition, the Company has agreed to continue to provide Mr. Rawden with a monthly automobile allowance and to pay for his current medical benefits, in each case for a period of one year from the date of his resignation.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On January 25, 2005, David Rawden resigned as Executive Vice President and Chief Financial Officer of the Company. In response to Mr. Rawden’s resignation, the Board of Directors appointed Thomas H. King to serve as Executive Vice President and Chief Financial Officer of the Company. In connection with his appointment, the Company has entered into an Employment Agreement with Mr. King, the terms of which were approved by the Company’s Compensation and Nominating Committee and are discussed above in response to Item 1.01.

     Prior to joining the Company, Mr. King, age 49, was a partner in the consulting firm of Tatum CFO Partners, LLP, a national partnership which provides its clients with a full range of chief financial officer services, including Securities and Exchange Commission compliance and controller management. As a partner of Tatum Partners, Mr. King served as interim chief financial officer for a number of public and private companies. In August, 2004, the Company engaged Mr. King, through Tatum Partners, as a consultant to the Company to assist management in finance and accounting matters. In connection with this service, the Company paid Tatum Partners approximately $125,000 during 2004.

     Prior to joining Tatum Partners in 2000, Mr. King served as Chief Financial Officer and Executive Vice President of John Galt Holdings, Ltd. & Affiliates. Mr. King is a certified public accountant and has also previously worked at the accounting firms of Deloitte & Touche LLP and PricewaterhouseCoopers. Mr. King received his Bachelors Degree in Business Administration from The Pennsylvania State University and holds a Masters Degree in Industrial Administration from Carnegie-Mellon University.

     A copy of the Company’s press release announcing the resignation of Mr. Rawden and the appointment of Mr. King is filed with this Current Report.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

10.10†	Amended and Restated Employment Agreement, dated January 21, 2005 and effective January 1, 2005, between Allied Holdings, Inc. and Thomas M. Duffy
10.11(a)†	First Amendment to Employment Agreement, dated January 21, 2005 and effective January 1, 2005, between Allied Holdings, Inc. and Robert J. Rutland
10.21†	Employment Agreement, dated January 25, 2005, between Allied Holdings, Inc. and Thomas H. King
99.1	Press Release dated January 25, 2005 announcing the resignation of David Rawden and the appointment of Thomas H. King as Executive Vice President and Chief Financial Officer

† Management contract, compensatory plan or arrangement.

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.

	ALLIED HOLDINGS, INC.
Dated: January 27, 2005	By:	/s/ Thomas H. King
	Name:	Thomas H. King
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.10†	Amended and Restated Employment Agreement, dated January 21, 2005 and effective January 1, 2005, between Allied Holdings, Inc. and Thomas M. Duffy
10.11(a)†	First Amendment to Employment Agreement, dated January 21, 2005 and effective January 1, 2005, between Allied Holdings, Inc. and Robert J. Rutland
10.21†	Employment Agreement, dated January 25, 2005, between Allied Holdings, Inc. and Thomas H. King
99.1	Press Release dated January 25, 2005 announcing the resignation of David Rawden and the appointment of Thomas H. King as Executive Vice President and Chief Financial Officer

† Management contract, compensatory plan or arrangement.

EX-10.10

Exhibit 10.10

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 21st day of January, 2005, to be effective as of January 1, 2005, by and between THOMAS M. DUFFY (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).

     WHEREAS, Employer and Employee have made and entered into that certain Employment Agreement dated February 23, 2000, as amended by the First Amendment to Employment Agreement dated June 1, 2001, as amended by the Second Amendment to Employment Agreement dated February 11, 2004 (collectively, the “Employment Agreement”); and

     WHEREAS, Employer and Employee deem it in their respective best interests to clarify the duties and obligations, each to the other, by amending and restating the Employment Agreement as set forth herein;

     NOW, THEREFORE, for and in consideration of the covenants and conditions hereafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Employer hereby agree as follows:

W I T N E S S E T H

     WHEREAS, Employer, through its Affiliates (as hereinafter defined), is engaged in the transportation of automobiles and light trucks from manufacturers to retailers, and other related activities (the “Business”); and

     WHEREAS, Employee has practiced law for a number of years, has pertinent legal experience, and has, from time to time, provided legal services to Employer; and

     WHEREAS, Employer desires in-house legal counsel and Employee desires to serve as Employer’s in-house legal counsel; and

     NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby mutually agree that all previous employment agreements are superseded, null, void, and of no further force and effect, and Employer and Employee further mutually agree as follows:

     1. DEFINITIONS.

(a)   “Affiliate” means any corporation, partnership or other entity of which Employer owns at least eighty percent (80%) of the outstanding equity and

	voting rights directly or indirectly through any other corporation, partnership or other entity.
(b)	“Base Salary” means the annual salary payable pursuant to Paragraph 4(a) hereof as adjusted, from time to time, by Employer.
(c)	“Cause” means (i) the commission by Employee of an act constituting a felony and Employee’s conviction thereof; (ii) Employee’s prolonged absence, without the consent of Employer, other than as a result of Employee’s Disability or permitted absence or vacation; (iii) conduct of Employee which amounts to fraud, dishonesty, gross or willful neglect of duties; or (iv) engaging in activities prohibited by Paragraphs 13, 14, or 15 hereof.
(d)	“Disability” shall conclusively be deemed to have occurred with respect to Employee (i) if Employee shall be receiving payments pursuant to a policy of long-term disability income insurance; (ii) if Employee shall have no long-term disability income coverage then in force and any insurance company insuring Employee’s life shall agree to waive the premiums due on such policy pursuant to a long-term disability waiver of premium provision in the contract of life insurance; or (iii) if Employee shall have no long-term disability waiver of premium provision in any contract of life insurance, then if Employee shall be receiving long-term disability benefits from or through the Social Security Administration; provided, however, that in the event Employee’s disability shall, otherwise and in good faith, come into question (and, for purposes of this proviso, “disability” shall mean the permanent and continuous inability of Employee to perform substantially all of the duties being performed immediately prior to his disability coming into question), and a dispute shall arise with respect thereto, then Employee (or his personal representatives) shall appoint a medical doctor, Employer shall appoint a medical doctor, and said two (2) doctors shall, in turn, appoint a third party medical doctor who shall examine Employee to determine the question of disability and whose determination shall be binding upon all parties to this Amended and Restated Employment Agreement.
(e)	“Restricted Period” means the period commencing as of the date hereof and ending on that date one (1) year after the termination of Employee’s employment with Employer for any reason, whether voluntary or involuntary.
(f)	“Term” means the Initial Term and any Renewal Term (each as defined in Paragraph 2 hereof); provided, however, that, in the event Employee’s employment shall terminate by reason of the applicability of Paragraph 8

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hereof then, in such event, the “Term” shall end upon the termination of Employee’s employment.

     2. TERM. Subject to the provisions hereinafter set forth, the Term of this Amended and Restated Employment Agreement shall commence as of the date hereof and shall end on December 31, 2005 (the “Initial Term”). Upon the expiration of the Initial Term, and on the expiration of each successive Renewal Term (as hereinafter defined), Employee’s employment shall be automatically renewed for an additional term of one (1) years (the “Renewal Term(s)”), unless written notification of termination is given by either party to the other party not less than three (3) months prior to the expiration of the Initial Term or, as the case may be, the then-current Renewal Term.

     3. DUTIES.

(a)	Employee shall, during the Term, serve as Executive Vice-President, General Counsel and Secretary of Employer. Employee’s principal duties shall be to (1) act as legal counsel to Employer and (2) perform such executive, managerial and administrative duties as the Chairman and Board of Directors of Employer may, from time to time, reasonably request and which shall not be inconsistent or incompatible with Employee’s role as legal counsel.
	Any implication anywhere in this Amended and Restated Employment Agreement to the contrary notwithstanding, Employer and Employee recognize that, as a member of the State Bar of Georgia, Employee shall, at all times, (i) be bound by and act in accordance with the rules, regulations and policies of the State Bar of Georgia, including without limitation the Canons of Ethics and Standards of Conduct, as from time to time promulgated and/or amended, and (ii) act in such manner as to protect the attorney-client privilege between him and Employer unless Employer shall specifically consent, in a writing signed by the Chairman or President of Employer, to the waiver of such privilege. In no event shall Employee’s employment be terminated, nor shall Employee be deemed to be in breach of this Amended and Restated Employment Agreement, by reason of any action or decision taken by him in good faith while acting pursuant to and in accordance with the preceding sentence.
(b)	Subject to the preceding subparagraph, during the Term, Employee shall devote substantially all of his time, energy and skill to performing the duties of his employment (vacations as provided hereunder and reasonable absences because of illness excepted), shall faithfully and industriously perform such duties, and shall use his best efforts to follow and implement all management policies and decisions of Employer. Employee shall not

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become personally involved in the management or operations of any other company, partnership, proprietorship or other entity, other than any Affiliate, without the prior written consent of Employer; provided, however, that so long as it does not interfere with Employee’s employment hereunder, Employee may, with Employer’s consent, (1) serve as a director, officer or partner in a company that does not compete with the Business of Employer and the Affiliates so long as the aggregate amount of time spent by Employee in all such capacities shall not exceed twenty (20) hours per month, and (2) serve as an officer or director of, or otherwise participate in, educational, welfare, social, religious, civic, trade and industry-related organizations.

     4. BASE SALARY.

(a)

For and in consideration of the services to be rendered by Employee pursuant to this Amended and Restated Employment Agreement, Employer shall pay to Employee, for each year during the Term, an annual salary of not less than Three Hundred Thirty Thousand Dollars ($330,000.00), payable in equal semi-monthly installments in accordance with Employer’s payroll practices. Employee’s salary shall be reviewed by the Board of Directors of Employer or its Compensation and Nominating Committee, as applicable, annually and, in the sole discretion of the Board of Directors or the Compensation and Nominating Committee, may be increased, but not decreased.

(b)

In addition to the Base Salary paid to Employee pursuant to Paragraph 4(a) hereof, Employee shall be eligible to receive monthly compensation of up to (x) 3% of (y) Employee’s Base Salary multiplied by one-twelfth (1/12), through Employer’s anticipated “Monthly R+” performance incentive plan, as such plan shall be developed, implemented and maintained from time to time by Employer. The pertinent terms of the plan and the specific performance objectives to be developed to measure Employee’s performance under such plan shall be provided to Employee at such time as Employer shall have implemented the same. This Paragraph 4(b) shall not create any entitlement for Employee, require Employer to actually implement the Monthly R+ plan or prevent Employer from, in its sole and exclusive discretion, terminating or changing the terms to any such plan Employer does so implement.

     5. BONUS COMPENSATION.

(a)   Employee shall, with respect to each calendar year of Employer ending during the Term, be entitled to participate in the Allied Holdings, Inc. EVA Based Incentive Plan, as the same may be from time to time amended and in effect (the “EVA Plan”) or any other bonus plan of Employer. The

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	Employee’s Target Bonus for purposes of the EVA Plan shall be such percentage of Employee’s Base Salary as shall, from time to time, be determined by Employer.
(b)	Employer hereby agrees to pay to Employee a cash bonus in an amount equal to $247,500, with such bonus to be credited against any bonus amount otherwise due to Employee by Employer under the Employer’s bonus plans and to be paid in the following manner:

(i)	35% of the bonus amount shall be paid within five (5) business days following the filing with the Securities and Exchange Commission of Employer’s Annual Report on Form 10-K for the year ended December 31, 2004;
(ii)	10% of the bonus amount shall be paid within five (5) business days following the filing with the Securities and Exchange Commission of Employer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005; and
(iii)	55% of the bonus amount shall be paid within five (5) business days following the filing with the Securities and Exchange Commission of Employer’s Annual Report on Form 10-K for the year ended December 31, 2005;

provided, however, that Employer shall not be required to pay a particular installment of such bonus if Employee’s employment is terminated on or before the date on which such applicable payment set forth in Paragraph 5(b)(i), (ii) or (iii) is due, other than with respect to a termination pursuant to Paragraph 9(b) or 9(d) of the Amended and Restated Employment Agreement or a termination by Employer without Cause (as defined herein), in which case the entire amount of bonus provided in this Paragraph 5(b) shall be due and payable to Employee immediately upon termination. In the event Employer terminates Employee for Cause (as defined herein), Employer shall pay to Employee an amount equal to the product of (A) $247,500, times (B) the quotient of (1) the number of days from January 1, 2005 through the date of termination for Cause, divided by (2) 455.

     6. OTHER BENEFITS. During the Term, Employer shall provide the following benefits to Employee:

(a)   Employee shall be entitled to participate in all group medical and hospitalization benefit programs, dental care, sick leave, life insurance or other benefit plans for highly compensated employees of Employer or any Affiliate as are now or hereafter provided by Employer or any Affiliate, in

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	each case in accordance with the terms and conditions of each such plan and benefit package.
(b)	Employee shall be entitled to participate in all long term incentive plans, stock option plans and other similar plans for highly compensated employees of Employer as are now or hereafter provided by Employer or any Affiliate, in each case in accordance with the terms and conditions of each such plan.
(c)	Employee shall be provided with the use of an automobile, which shall be comparable to other automobiles Employer provides to persons serving in the capacity of Executive Vice-President of Employer, or President of an Affiliate, and which shall be chosen by Employee from a list of automobiles Employer typically makes available to its Executive Vice-Presidents and Presidents of its Affiliates and Employer shall pay for the cost of all insurance, ad valorem taxes and tag charges for such automobile and all operating and maintenance charges for such automobile. In addition, Employee shall be entitled to an automobile allowance for his spouse comparable to the spousal allowance Employer provides to persons serving in the capacity of Executive Vice-President of Employer, or President of an Affiliate, as determined from time to time by the Board of Directors of Employer or its Compensation and Nominating Committee.
(d)	Employee shall be provided with the use of a cellular telephone, at no cost to Employee.
(e)	Employer shall reimburse Employee for dues paid by Employee for membership in such professional organizations and eating clubs as shall, from time to time, be deemed appropriate and necessary by Employer.
(f)	Employee shall, at all times, have available to him an expense account, including the use of a corporate American Express card, to defray ordinary and necessary business expenses incurred in the performance of his duties hereunder. Employee shall be reimbursed for such expenses upon presentation and approval of expense statements or written vouchers or other supporting documents as may be reasonably requested in advance by Employer, which approval shall not be unreasonably withheld or delayed.
(g)	Employer shall reimburse Employee for any premiums paid by Employee for life insurance and long-term care insurance for Employee and his spouse provided that such annual reimbursement amount shall not exceed $25,000, and in addition shall reimburse Employee for any federal, state and local taxes paid by Employee as a result of Employer’s obligations set forth in this subparagraph (g).

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     The benefits described in subparagraph (a) of this Paragraph shall not be construed to require Employer to establish any such plans or programs or to prevent Employer from modifying or terminating any such plans or programs, and no such action or failure thereof shall affect this Amended and Restated Employment Agreement; provided, however, that in the event of any reduction in the group medical and hospitalization benefits in place as of the date hereof, the salary payable to Employee shall be increased, as of the effective date of such reduction, by that amount necessary to enable Employee to supplement the benefits provided by Employer to maintain the level of benefits currently provided to him by it.

     7. VACATION. Employee shall receive no fewer than three (3) weeks of paid vacation for each year during the Term. Scheduling of vacation shall be subject to the prior approval of Employer (which approval shall not be unreasonably withheld). Vacation time shall not accrue, and in the event Employee prior to the end of any year shall not use all of his vacation time for such year, such vacation time shall be forfeited.

     8. TERMINATION. Anything herein to the contrary notwithstanding, Employee’s employment hereunder shall terminate upon the first to occur of any of the following events:

(a)	Employee’s Disability;
(b)	Employee’s death;
(c)	Employee’s materially breaching this Amended and Restated Employment Agreement by the non-performance or non-observance of any material term or condition of this Amended and Restated Employment Agreement, which breach shall not be corrected within forty-five (45) days after receipt of written notice of same from Employer;
(d)	Employer’s sending Employee written notice terminating his employment hereunder prior to the expiration of the Initial Term or any Renewal Term in accordance with Paragraph 2 hereof;
(e)	Employee’s voluntarily terminating his employment hereunder prior to the expiration of the Initial Term or any Renewal Term; or
(f)	Employee’s being terminated for Cause.

     9. TERMINATION PAYMENT. Subject to the provisions of Paragraph 12 hereof, in the event

(a)   Employee’s employment shall terminate pursuant to Paragraph 8(a) (Disability) or Paragraph 8(b) (death) hereof; or

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(b)   Employee shall terminate his employment as a result of

(i)	any failure to elect or reelect or to appoint or reappoint Employee to the position of Executive Vice-President, General Counsel and Secretary of Employer unless agreed to by Employee;
(ii)	any material change by Employer in Employee’s function, duties, responsibility, importance, or scope from the position and attributes thereof described in Paragraph 3 hereof unless agreed to by Employee, or any change in location of the principal offices of Employer outside the metropolitan Atlanta, Georgia, area, or any requirement that Employee perform substantially all of his duties outside the metropolitan Atlanta, Georgia, area (and any such material change or relocation of Employer or Employee shall be deemed a continuing breach of this Amended and Restated Employment Agreement);
(iii)	the liquidation, dissolution, consolidation or merger of Employer (other than a merger or other combination of Employer and an Affiliate); provided, however, that if there shall be a termination of employment resulting from events described in this subsection (iii) and in subsection (d) below, then such termination shall be deemed to fall within the terms of subsection (d) below which shall control and be paramount;
(iv)	any other material breach of this Amended and Restated Employment Agreement by Employer which shall not be cured within thirty (30) days after receipt of written notice of same from Employee;
(v)	Employer filing a petition for protection or relief from creditors under the federal bankruptcy law, or any petition shall be filed against Employer under the federal bankruptcy law, or shall admit in writing its inability to pay its debts or shall make an assignment for the benefit of creditors, or a petition or application for the appointment of a receiver or liquidator or custodian of Employer is filed, or Employer shall seek a composition with creditors; or

(c)	Employee’s employment shall be terminated by Employer for any reason other than for Cause or because Employer elects not to extend this Amended and Restated Employment Agreement beyond the Initial or any Renewal Term; or
(d)	If (i) Employer undergoes any change in control or ownership whereby Employer is reorganized, merged, or consolidated with one or more

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corporations as a result of which the owners of all of the outstanding shares of common stock immediately prior to such reorganization, merger or consolidation own in the aggregate less than seventy percent (70%) of the outstanding shares of common stock of the Employer or any other entity into which Employer shall be merged or consolidated immediately following the consummation thereof (hereinafter, “Employer’s successor-in-interest”), or (ii) the sale, transfer or other disposition of all or substantially all of the assets or more than thirty percent (30%) of the then outstanding shares of common stock of Employer is effectuated, other than as a result of a merger or other combination of Employer and an Affiliate, or (iii) the acquisition by any “person” as used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of Employer’s then outstanding voting securities is effectuated; or (iv) the individuals who, as of the date of execution of this Amended and Restated Employment Agreement, are members of the Board of Directors (the “incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board; provided, however, that if the election, or nomination for election by the shareholders of any new director was approved by a vote of at least two-thirds (2/3) of the incumbent Board, such new director shall, for purposes of this Amended and Restated Employment Agreement, be considered as a member of the incumbent Board, and (a) Employee’s employment with Employer or Employer’s successor-in-interest is terminated by Employer or Employer’s successor-in-interest (as the case may be) or Employee for any reason, or (b) Employee’s employment under this Amended and Restated Employment Agreement is not extended by Employer or Employer’s successor-in-interest for any Renewal Term, and such termination or non-renewal occurs within two (2) years after the closing of the transaction which resulted in the change in control,

then Employer shall, depending upon the reason for the termination of Employee’s employment, immediately pay in cash to Employee an amount determined as follows:

(x)   If the termination shall be pursuant to subparagraph (d) above, the amount shall be equal to the sum of

(1)	three hundred percent (300%) of Employee’s then-effective annual Base Salary; and
(2)	three hundred percent (300%) of Employee’s then-effective Bonus, as hereinafter defined.

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In addition, Employer shall continue to provide to Employee (except in the case of Employee’s death), for a period of three (3) years from said termination, the benefits enumerated in Paragraph 6(a) and Paragraph 6(c) hereof.

(y)   If the termination shall be other than pursuant to subparagraph (d) above, the amount shall be equal to the sum of

(1)	two hundred percent (200%) of Employee’s then-effective annual Base Salary; and
(2)	two hundred percent (200%) of Employee’s then-effective Bonus, as hereinafter defined.

In addition, Employer shall continue to provide to Employee (except in the case of Employee’s death), for a period of two (2) years from said termination, the benefits enumerated in Paragraph 6(a) and Paragraph 6(c) hereof.

     10. OPERATIVE PROVISIONS.

(a)   As used in this Agreement, the term “Bonus” shall mean:

(i)

with respect to the most recent grant or award of restricted stock, pursuant to Employer’s “Long Term Incentive Plan”, made prior to the date of termination of Employee’s employment, the Dollar value, as of the date of such grant or award, of the Long Term Incentive Plan restricted stock plan target for Employee as approved by the Compensation and Nominating Committee of Employer’s Board of Directors, which Dollar value is established by the Compensation Committee notwithstanding the number of shares actually received pursuant to such grant or award and notwithstanding the value of such shares actually received; plus

(ii)

the highest of (1) the average of the bonuses actually paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs; (2) the average of the bonuses which would have been paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs, assuming his target bonus had been achieved for each such year; or (3) the amount of the target bonus for Employee for the year in which termination of employment occurs.

(b)   In the event of a termination of employment pursuant to Paragraph 9 hereof, all restricted stock awards of Employee shall become wholly unrestricted and all unvested stock options of Employee shall become fully vested in Employee, and all such agreements pertaining thereto shall be

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read accordingly; provided, however, that Employee shall not have any such rights with respect to any stock issued under any employee stock plan of Employer qualifying under Section 402(a) et seq. of the Code if, and to the extent, such rights would jeopardize the qualification of such plan under said Section. As used in the preceding sentence, “Code” means the Internal Revenue Code of 1986 as amended from time to time or any provisions from time to time enacted and corresponding in substance thereto.

(c)   Paragraph 9 and this Paragraph 10 shall survive the termination of this Amended and Restated Employment Agreement, and this Amended and Restated Employment Agreement shall be read accordingly.

     11. INTENTION OF PARTIES. It is the express understanding and intention of Employer and Employee that the provisions of Paragraph 5 and Paragraph 9 hereof shall be read together and be non-exclusive so that, in the event of a termination of Employee’s employment pursuant to Paragraph 9 of this Amended and Restated Employment Agreement, Employee shall receive both (i) all of the compensation specified in Paragraph 9 hereof (including, but not limited to, the applicable percentage of Employee’s then-effective Base Salary and the applicable percentage of the cash portion of Employee’s Bonus) and (ii) one hundred percent (100%) of the pro rata portion of both the cash and equity parts of Employee’s Bonus based on the number of days in the fiscal year falling within the Term (which shall include the amount of any bonus paid to Employee during that year, if any), but in no event shall such pro rata portion be less than the pro rata share of the highest of (i) the average of the bonuses actually paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs; (ii) the average of the bonuses which would have been paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs, assuming his target bonus had been achieved for each such year; or (iii) the amount of the target bonus for Employee for the year in which termination of employment occurs. The amounts referred to in this Paragraph are in addition to the benefits enumerated in Paragraphs 6(b) and 6(c) hereof.

     12. CONDITIONS TO BENEFITS. Anything in this Amended and Restated Agreement to the contrary notwithstanding:

(a)   To receive the benefits enumerated in Paragraph 9 hereof, Employee shall execute and agree to be bound by a release agreement substantially in the form attached to this Amended and Restated Agreement as Exhibit A and, to the extent applicable, a resignation letter substantially in the form attached as Exhibit B, prior to, and as a condition to, receiving any payments or benefits provided for in Paragraph 9 hereof or otherwise following termination of his employment hereunder and, if applicable, the release agreement may contain provisions required by federal, state or local law (e.g., the Older Worker’s Benefit Protection Act) to effect a general release of all claims.

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(b)   Employee’s right to receive any of the benefits provided for in Paragraph 9 or otherwise in this Amended and Restated Employment Agreement following termination of his employment hereunder shall immediately cease and be of no further force or effect if Employee violates any of the covenants contained in Paragraphs 13, 14, 15 or 16 hereof.

     13. COVENANT NOT-TO-DISCLOSE. Employer and Employee recognize that, during the course of Employee’s term of employment with Employer pursuant to this Amended and Restated Employment Agreement, Employer will disclose to Employee information concerning Employer and the Affiliates, their products, their customers, their services, their trade secrets, their proprietary information and other information concerning their business all of which constitute valuable assets of Employer and the Affiliates. Employer and Employee further acknowledge that Employer has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the public shall cause irreparable harm, damage and loss to Employer and the Affiliates.

(a)	To protect these assets, Employee agrees that he shall not, during the Restricted Period, advise or disclose to any person, corporation, firm, partnership or other entity whatsoever (except Employer or an Affiliate), or any officer, director, stockholder, partner or associate of any such corporation, firm, partnership or entity any information received from Employer by Employee during the course of Employee’s association with Employer relating to the business affairs of Employer and the Affiliates including information concerning Employer’s and the Affiliates’ finances, services, customers, customer lists, prospective customers, staff, contemplated acquisitions (whether of business or assets), ideas, proprietary information, methods, marketing investigations, surveys, research and any other information relating to the business and objectives of Employer and the Affiliates, except as permitted by Exhibit C hereof.
(b)	Employee further agrees that he shall not, during the term of his employment or any time thereafter, advise or disclose to any person or entity any trade secret which Employer or any Affiliate has disclosed to Employee during the course of his employment with Employer.
(c)	In the event Employee’s employment is terminated, Employee agrees that, if requested by Employer, he will acknowledge in writing that he received the disclosures referred to herein and is under the obligations referred to in this Amended and Restated Employment Agreement.
(d)	This Paragraph 13 shall, except as otherwise provided in this Amended and Restated Employment Agreement, survive the termination of this Agreement.

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     14. COVENANT NOT-TO-INDUCE. Employee covenants and agrees that during the Restricted Period, he will not, directly or indirectly, on his own behalf or in the service or on behalf of others, hire, solicit, take away or attempt to hire, solicit or take away any employee or other personnel of Employer and the Affiliates. This Paragraph 14 shall, except as otherwise provided in this Amended and Restated Employment Agreement, survive the termination of this Agreement.

     15. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees that he shall not at any time during or following the term of this Amended and Restated Employment Agreement make any remarks disparaging the conduct or character of Employer or the Affiliates or any of Employer’s or the Affiliates’ current or former agents, employees, officers, directors, successors or assigns (collectively the “Related Companies”). In addition, Employee agrees to cooperate with the Related Companies, at no extra cost, in any litigation or administrative proceedings (e.g., EEOC charges) involving any matters with which Employee was involved during Employee’s employment with Employer. Employer shall reimburse Employee for travel expenses approved by Employer or the Affiliates incurred in providing such assistance. This Paragraph 15 shall survive the termination of this Amended and Restated Employment Agreement.

     16. COVENANT NOT-TO-COMPETE. Employer and Employee acknowledge that, by virtue of Employee’s responsibilities and authority, he shall, during the course of his Employment, be instrumental in developing, and shall receive, highly confidential information concerning Employer, its customers, its services, its trade secrets, its proprietary information and other information concerning the business of transporting automobiles and light trucks from the manufacturer to retailers (and related activities) and the logistics business in connection with automobiles and light trucks (all of which is, collectively, referred to as the “Business”), much of which will be unavailable to those in positions of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer and the Affiliates shall cause irreparable harm, damage and loss to Employer and the Affiliates. To protect Employer from Employee’s using or exploiting this information, Employee agrees that, if the employment relationship between Employee and Employer terminates for any reason whatsoever, then, in such event, for a period of one (1) year or, in the case of Employee’s termination pursuant to Paragraph 9(d) hereof, two (2) years from the date of Employee’s termination of employment, Employee shall not serve as general counsel or in a similar capacity for any other person or entity who engages in the Business in the United States, Canada, Mexico, Brazil, Argentina, the United Kingdom or South Africa (collectively, the “Restricted Territory”), and Employee shall not directly or indirectly, own, manage, join, control, contract with, be employed by, act in the capacity of an officer, director, trustee, shareholder or partner or consultant, or participate in any manner in the ownership, management, operation, or control of any business or person engaged in the Business in the Restricted Territory; provided, however, Employee shall be permitted to own not more than five percent (5%) of the stock of a corporation required to file reports pursuant to the Securities Exchange Act of 1934. As to the foregoing, Employee acknowledges that he has the ability to earn a comparable income within or without the Restricted Territory as an attorney for persons or entities not engaged in the Business and that earning a livelihood for clients not engaged in the

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Business within or without the Restricted Territory would not constitute a hardship or an unreasonable restriction on the Employee or restrict him from earning comparable income. This Paragraph 16 shall survive the termination of this Amended and Restated Employment Agreement.

     17. SPECIFIC ENFORCEMENT. Employer and Employee expressly agree that a violation of the covenants not-to-disclose, not-to-induce, not-to-disparage and not-to-compete contained in Paragraphs 13, 14, 15 and 16 hereof, or any provision thereof, shall cause irreparable injury to Employer and that, accordingly, Employer shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Employee from doing or continuing to do any such act and any other violation or threatened violation of said Paragraphs 13, 14, 15 and 16 hereof.

     18. SEVERABILITY. In the event any provision of this Amended and Restated Employment Agreement shall be found to be void, the remaining provisions of this Amended and Restated Employment Agreement shall nevertheless be binding with the same effect as though the void part were deleted; provided, however, if Paragraphs 13, 14, 15 and 16 hereof shall be declared invalid, in whole or in part, Employee shall execute, as soon as possible, a supplemental agreement with Employer, granting Employer, to the extent legally possible, the protection afforded by said Paragraphs. It is expressly understood and agreed by the parties hereto that Employer shall not be barred from enforcing the restrictive covenants contained in each of Paragraphs 13, 14, 15 and 16 as each are separate and distinct, so that the invalidity of any one or more of said covenants shall not affect the enforceability and validity of the other covenants.

     19. INCOME TAX WITHHOLDING. Employer or any other payor may withhold from any compensation or benefits payable under this Amended and Restated Employment Agreement such Federal, State, City or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

     20. OTHER TAX CONSIDERATIONS. Notwithstanding any other provision of this Amended and Restated Employment Agreement to the contrary, in the event that any payment or benefit received or to be received by Employee is triggered by an event described in subparagraph (d) of Paragraph 9 of this Amended and Restated Employment Agreement, whether such payment or benefit is pursuant to the terms of this Amended and Restated Employment Agreement or any other plan, arrangement or agreement with Employer or any Affiliate of Employer (hereinafter, all such payments and benefits being sometimes referred to as “Total Payments”), and would not be deductible, either in whole or in part, by Employer or an Affiliate making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any such other plan, arrangement or agreement), (A) the cash portion of the Total Payments provided in this Paragraph 20 shall first be reduced (if necessary, to zero (0)), and (B) all other non-cash Total Payments under this Paragraph 20 shall next be reduced (if necessary, to zero (0)); provided,

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however, that the Employee’s payment shall only be reduced by this Paragraph 20 if Employer determines that reducing the Total Payments would result in greater after-tax proceeds to the Employee than if no such reduction in Total Payments had occurred. Any determination required by the preceding sentence shall be made by independent certified public accountants or tax counsel (hereinafter, such party shall sometimes be hereinafter referred to as the “Independent Adviser”) selected by Employer, the selection of which shall be reasonably acceptable to Employee. In making Employer’s determination as to the application and effect of this Paragraph 20 on any payments or benefits received or to be received by Employee, (i) no portion of the Total Payments shall be taken into account which in the opinion of the Independent Adviser does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code; (ii) those Total Payments provided under this Paragraph 20 shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (i)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the Independent Adviser; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent certified public accountants in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

     21. WAIVER. The waiver of a breach of any term of this Amended and Restated Employment Agreement by any of the parties hereto shall not operate or be construed as a waiver by such party of the breach of any other term of this Amended and Restated Employment Agreement or as a waiver of a subsequent breach of the same term of this Amended and Restated Employment Agreement.

     22. RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as notice of termination of this Amended and Restated Employment Agreement is given, Employee shall immediately cease contact with all customers of Employer and shall forthwith surrender to Employer all customer lists, documents and other property of Employer then in his possession, compliance with which shall not be deemed to be a breach of this Amended and Restated Employment Agreement by Employee. Pending the surrender of all such customer lists, documents and other property to Employer, Employer may hold in abeyance any payments due Employee pursuant to this Amended and Restated Employment Agreement.

     23. ASSIGNMENT.

(a)	Employee shall not assign, transfer or convey this Amended and Restated Employment Agreement, or in any way encumber the compensation or other benefits payable to him hereunder, except with the prior written consent of Employer or upon Employee’s death.
(b)	The covenants, terms and provisions set forth herein shall be binding upon and shall inure to the benefit of, and be enforceable by, Employer and its successors and assigns.

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     24. NOTICES. All notices required herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the U.S. Mail, certified or registered, postage prepaid, return receipt requested, addressed as follows, to wit:

If to Employer at:

160 Clairemont Avenue
Suite 200
Decatur, Georgia 30030

With a copy to:

Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 600
Atlanta, Georgia 30308
Attn: Robert W. Grout, Esq.

If to Employee at:

2416 Hyde Manor Drive
Atlanta, Georgia 30327

or at such other addresses as may, from time to time, be furnished to Employer by Employee, or by Employer to Employee on the terms of this Paragraph.

     25. BINDING EFFECT. This Amended and Restated Employment Agreement shall be binding on the parties hereto and on their respective heirs, administrators, executors, successors and permitted assigns.

     26. ENFORCEABILITY. This Amended and Restated Employment Agreement contains the entire understanding of the parties and may be altered, amended or modified only by a writing executed by both of the parties hereto. This Amended and Restated Employment Agreement supersedes all prior agreements and understandings by and between Employer and Employee relating to Employee’s employment.

     27. APPLICABLE LAW. This Amended and Restated Employment Amended and Restated Employment Agreement and the rights and liabilities of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia.

     28. COUNTERPARTS. This Amended and Restated Employment Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute but a single document.

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     IN WITNESS WHEREOF, Employee has hereunder set his hand and seal, and Employer has caused this Amended and Restated Employment Agreement to be executed and delivered by its duly authorized officers, all as of the day and year first above written.

		/s/ Thomas M. Duffy
		THOMAS M. DUFFY
ATTEST:		ALLIED HOLDINGS, INC.
By:	/s/ Thomas M. Duffy	By:	/s/ Hugh E. Sawyer
	Secretary		Hugh E. Sawyer President and Chief Executive Officer

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EX-10.11(A)

Exhibit 10.11(a)

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT to Employment Agreement (the “Amendment”) is made and entered into as of the 21st day of January, 2005, to be effective as of January 1, 2005, by and between Robert J. Rutland (“Employee”) and Allied Holdings, Inc. (“Employer”).

W I T N E S S E T H:

     WHEREAS, Employer and Employee entered into that certain Employment Agreement dated as of February 23, 2000(the “Employment Agreement”); and

     WHEREAS, the parties desire to amend the Employment Agreement as set forth herein;

     NOW, THEREFORE, for and in consideration of the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employer and Employee hereby mutually agree as follows:

     1. The Employment Agreement shall be amended by the deletion of the current subparagraph (ii) of Paragraph 10(a) and the inclusion of the following new subparagraph (ii) of Section 10(a):

“(ii)    the highest of (1) the average of the bonuses actually paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs; (2) the average of the bonuses which would have been paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs, assuming his target bonus had been achieved for each such year; or (3) the amount of the target bonus for Employee for the year in which termination of employment occurs.”

     2. The Employment Agreement shall be amended by the deletion of the current Paragraph 11 and the inclusion of the following new Paragraph 11:

     “11. INTENTION OF PARTIES. It is the express understanding and intention of Employer and Employee that the provisions of Paragraph 5 and Paragraph 9 hereof shall be read together and be non-exclusive so that, in the event of a termination of Employee’s employment pursuant to Paragraph 9 of this Employment Agreement, Employee shall receive both (i) all of the compensation specified in Paragraph 9 hereof (including, but not limited to, the applicable percentage of Employee’s then-effective Base Salary and the applicable percentage of the cash portion of Employee’s Bonus) and (ii) one hundred percent (100%) of the pro rata portion of both the cash and equity parts of Employee’s Bonus based on the number of days in the fiscal year falling within the

Term (which shall include the amount of any bonus paid to Employee during that year, if any), but in no event shall such pro rata portion be less than the pro rata share of the highest of (i) the average of the bonuses actually paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs; (ii) the average of the bonuses which would have been paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs, assuming his target bonus had been achieved for each such year; or (iii) the amount of the target bonus for Employee for the year in which termination of employment occurs. The amounts referred to in this Paragraph are in addition to the benefits enumerated in Paragraphs 6(b) and 6(c) hereof.”

     3. All provisions of the Employment Agreement which have not been amended by this Amendment shall remain in full force and effect. Notwithstanding the foregoing, to the extent there is any inconsistency between the provisions of the Employment Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

     4. Each of the parties hereto will, from time to time, and at all times hereafter, upon every reasonable request to do so by any other party, make, do, execute and deliver, or cause to be made done, executed and delivered, all such further acts, deeds, assurances and things as may be reasonably required or necessary in order to further implement and carry out the terms and purpose of this Amendment.

     5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same agreement, document, or instrument. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of such agreement, document or instrument, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind such party.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed on its behalf, all as of the day and year first written above.

“Employer”
ALLIED HOLDINGS, INC.
By:	/s/ Hugh E. Sawyer
	Hugh E. Sawyer President and Chief Executive Officer
“Employee”
/s/ Robert J. Rutland
ROBERT J. RUTLAND

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EX-10.21

Exhibit 10.21

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is made and entered into as of the 25th day of January, 2005 (the “Effective Date”), by and between THOMAS H. KING (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).

W I T N E S S E T H:

     WHEREAS, Employer, through the Affiliates (as hereinafter defined), is engaged in the transportation of automobiles and light trucks from the manufacturer to retailers and others, including nontraditional car haulers involved in the vehicle distribution process and providing logistics and distribution services to the new and used vehicle distribution market and other segments of the automotive industry (the “Business”);

     WHEREAS, Employee has management skills of which Employer desires to avail itself; and

     WHEREAS, Employer and Employee deem it to their respective best interest to outline the duties and obligations, each to the other, by executing this Employment Agreement,

     NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby mutually agree as follows:

1.   DEFINITIONS.

(a)	“Affiliate” means Axis Group, Inc., Allied Automotive Group, Inc., Allied Systems (Canada) Company, Allied Systems, Ltd. (L.P.), Transport Support, Inc., F. J. Boutell Driveaway Co., Inc., Allied Freight Brokers, Inc. or QAT, Inc.
(b)	“Base Salary” means the annual salary payable, and as adjusted, pursuant to Paragraph 4.
(c)	“Cause” means (i) the commission by Employee of an act of fraud, misappropriation, dishonesty, embezzlement, gross negligence, or willful misconduct or unethical conduct in connection with Employee’s employment hereunder; (ii) criminal conduct of Employee which results in a felony conviction of such Employee, or the Employee’s offering a plea of nolo contendre to a felony; (iii) Employee’s continuing and/or willful failure to perform Employee’s duties or obligations for Employer as outlined in this Agreement, or Employee’s breach of this Agreement; (iv) Employee’s prolonged absence, without the consent of Employer, other than as a result of Employee’s Disability or permitted absence or vacation, which is not cured within ten (10) days after written notice from

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	Employer’s Board of Directors thereof; (v) engaging in activities prohibited by Paragraphs 11, 12, 13, 14 or 15 hereof; (vi) engaging in any activity which could constitute grounds for termination for cause by Employer or any of its subsidiaries or affiliates; or (vii) Employee engaging in conduct that is materially detrimental to the reputation, character or standing of Employer.
(d)	“Disability”, with respect to Employee, shall conclusively be deemed to have occurred (i) if Employee shall be receiving payments pursuant to a policy of long-term disability income insurance; or (ii) if Employee shall have no disability income coverage then in force, then if any insurance company insuring Employee’s life shall agree to waive the premiums due on such policy pursuant to a disability waiver of premium provision in the contract of life insurance; or (iii) if Employee shall have no disability waiver of premium provision in any contract of life insurance, then if Employee shall be receiving disability benefits from or through the Social Security Administration; provided, however, that in the event Employee’s disability shall, otherwise and in good faith, come into question (and, for purposes of this provision, “disability” shall mean the permanent and continuous inability of Employee to perform substantially all of the duties being performed immediately prior to Employee’s disability coming into question) for a period of not less than one hundred twenty (120) consecutive days, and a dispute shall arise with respect thereto, then Employee (or Employee’s personal representatives) shall appoint a medical doctor, Employer shall appoint a medical doctor, and said two (2) doctors shall, in turn, appoint a third party medical doctor who shall examine Employee to determine the question of disability and whose determination shall be binding upon all parties to this Agreement. All such medical doctors shall be duly licensed in the State of Georgia.
(e)	“Restricted Period” means the period commencing as of the date hereof and ending on that date twelve (12) months after the termination of Employee’s employment with Employer for any reason, whether voluntary or involuntary.

     2. TERM. Subject to the provisions hereinafter set forth, the term of this Agreement shall commence as of the Effective Date and shall expire one year after the Effective Date (the “Initial Term”) and shall extend for additional terms of one (1) year (the “Renewal Term”) unless either party gives written notice of termination not less (90) days prior to the end of a Term. As used herein, “Term” shall mean the then current Initial Term or Renewal Term, as the case may be.

     3. DUTIES.

(a)   Employee shall, during the Term, serve as Executive Vice President and Chief Financial Officer of Employer having duties, responsibilities,

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powers and authority which are consistent with senior management positions of like designation generally, but subject to the direction of the President and Chief Executive Officer of Allied Holdings, Inc. The Employee shall perform such executive, managerial and administrative duties as the President and Chief Executive Officer of Allied Holdings, Inc. may, from time to time, reasonably request. Employee shall not be required to permanently relocate outside the metropolitan Atlanta, Georgia area.

(b)

During the Term, Employee shall devote substantially all of Employee’s business time, energy and skill to performing the duties of Employee’s employment (vacations as provided hereunder and reasonable absences because of illness excepted), shall faithfully and industriously perform such duties, and shall use Employee’s best efforts to follow and implement all management policies and decisions of Employer which are lawful. Employee shall not become personally involved in the management or operations of any other company, partnership, proprietorship or other entity, other than any Affiliate, without the prior written consent of Employer; provided, however, that so long as it does not interfere with Employee’s employment hereunder, Employee may (i) serve as a director, officer or partner in a company that does not compete with the Business of Employer and the Affiliates so long as the aggregate amount of time spent by Employee in all such capacities shall not exceed twenty (20) hours per month, and (ii) serve as an officer or director of, or otherwise participate in, educational, welfare, social, religious, civic, trade and industry-related organizations.

     4. BASE SALARY. For and in consideration of the services to be rendered by Employee pursuant to this Agreement, Employer shall pay to Employee, for each year during the Term, an annual salary of Three Hundred Thirty Thousand Dollars ($330,000) (the “Base Salary”), in installments in accordance with Employer’s payroll practices. Employee’s salary shall be reviewed by the Board of Directors of Employer annually and may be increased, but not decreased, at the sole discretion of the Board.

     5. BONUS COMPENSATION.

(a)	Employee shall be eligible to participate in Employer’s bonus plan which will allow an annual bonus target in an amount up to 50% of Employee’s Base Salary.
(b)	Employee shall be entitled to participate in all long term incentive plans, including the amended and restated long term incentive plan and similar plans as are now or hereafter provided by Employer or its Affiliates in accordance with the terms of such plans and consistent with persons serving in a senior management capacity.

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     6. OTHER BENEFITS. During the Term, Employer shall provide the following benefits to Employee:

(a)	Employee and Employee’s immediate family shall be entitled to participate in all group benefit programs, including, without limitation, medical and hospitalization benefit programs, dental care, life insurance or other group benefit plans of Employer as are now or hereafter provided by Employer or any Affiliate, in each case in accordance with the terms and conditions of each such plan.
(b)	Employer shall provide Employee with the use of an automobile, which shall be comparable to automobiles Employer provides to persons serving in the capacity of Executive Vice President of Employer, or, in the alternative, at the election of Employer, Employer shall provide a monthly car allowance to Employee in the amount of $800.00 per month.
(c)	Employee shall be reimbursed for actual, reasonable, ordinary and necessary business expenses incurred in the performance of Employee’s duties hereunder. Employee shall be reimbursed for such expenses upon presentation and approval of expense statements or written vouchers or other supporting documents as may be reasonably requested in advance by Employer and in accordance with Employer’s practices in effect from time to time.
(d)	Employee shall be provided with the use of a cellular telephone, at no cost to Employee.

     7. VACATION. Employee shall receive no fewer than three (3) weeks paid vacation for each year during the Term. Scheduling of vacation shall be subject to the prior approval of Employer (which approval shall not be unreasonably withheld). Vacation time shall not accrue, and in the event any vacation time for any year shall not be used by Employee prior to the end of such year or prior to termination of employment, it shall be forfeited.

     8. TERMINATION. Anything herein to the contrary notwithstanding, Employee’s employment hereunder shall terminate upon the first to occur of any of the following events:

(a)	Employee’s Disability; or
(b)	Employee’s death; or
(c)	Employer or Employee terminating Employee’s employment without Cause hereunder prior to expiration of the Term or ten (10) days prior written notice; or
(d)	Employee being terminated for Cause; or

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(e)

Employer filing a petition for protection or relief from creditors under the Federal Bankruptcy Law, or any petition shall be filed against Employer under the Federal Bankruptcy Law, or Employer shall admit in writing its inability to pay its debts or shall make an assignment for the benefit of creditors, or a petition or application for the appointment of a receiver or liquidator or custodian of Employer is filed, or Employer shall seek a composition with creditors; or

(f)

Any material change by Employer in Employee’s function, duties, and responsibility, from the position and attributes described in Paragraph 3 hereof, unless agreed to by Employee, or any requirement that Employee perform substantially all of his duties outside the metropolitan Atlanta, Georgia area, provided however that Employee’s office shall continue to be located in the metropolitan Detroit, Michigan area until such time as he has relocated his residence to the state of Georgia.

     9. SEVERANCE BENEFITS.

(a)   In the event Employee’s employment is terminated (1) by Employer without Cause pursuant to Paragraph 8(c) hereunder, (2) pursuant to Paragraph 8(e), (3) pursuant to Paragraph 8(f), (4) because Employer elects not to renew this Agreement beyond the Initial Term or any Renewal Term, or (5) by Employer within one (1) year following any “change of control” of Employer for any reason other than a conviction involving a felony, Employee shall be entitled to severance benefits in an amount equal to the greater of (i) fifty-two (52) weeks of Base Salary, or (ii) the severance amount due to Employee in accordance with the severance plan or guidelines of Employer in effect on the date of termination. For purposes of this Agreement, change of control shall mean (i) any change in control or ownership whereby Employer is reorganized, merged, or consolidated with one or more corporations as a result of which the owners of all of the outstanding shares of common stock immediately prior to such reorganization, merger or consolidation own in the aggregate less than seventy percent (70%) of the outstanding shares of common stock of the Employer or any other entity into which Employer shall be merged or consolidated immediately following the consummation thereof (hereinafter, “Employer’s successor-in-interest”), or (ii) the sale, transfer or other disposition of all or substantially all of the assets or more than thirty percent (30%) of the then outstanding shares of common stock of Employer is effectuated, other than as a result of a merger or other combination of Employer and an Affiliate, or (iii) the acquisition by any “person” as used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of

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	Employer’s then outstanding voting securities is effectuated; or (iv) the individuals who, as of the date of execution of this Agreement, are members of the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board; provided, however, that if the election, or nomination for election by the shareholders of any new director was approved by a vote of at least two-thirds (2/3) of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board.
(b)	In the event Employee’s employment is terminated (1) by Employer without Cause pursuant to 8(c), (2) pursuant to Paragraph 8(e), (3) pursuant to Paragraph 8(f), (4) because Employer elects not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term, or (5) by Employer within one (1) year following any “change of control” of Employer for any reason other than a conviction involving a felony, Employee shall be entitled to continue medical and dental coverage as in effect on the last day of employment. Employer shall provide coverage until the last day severance payments are due under this Agreement by paying Employee’s COBRA premiums for Employee and covered dependents (if any). At the end of Employee’s Severance Period, Employee (and Employee’s covered dependents, if any) may elect continuation of insurance coverage for the remainder of the 18-month COBRA period by paying the COBRA premium rate. Continuation coverage will terminate in the event Employee becomes covered under any other group health plan (as an employee or otherwise), unless the new group health plan contains any exclusions or limitations with respect to any pre-existing condition Employee or covered dependent(s) may have. Employee must notify the Employer promptly should Employee become covered under any other plan.
(c)	If employment is terminated for any reason other than (1) by Employer without Cause, (2) pursuant to Paragraph 8(e), (3) pursuant to Paragraph 8(f), (4) because Employer elects not to renew this Agreement beyond the Initial Term or any Renewal Term, or (5) by Employer within one (1) year following any “change of control” of Employer for any reason other than a conviction involving a felony, no severance benefits shall be due to Employee.
(d)	Severance payments shall include the car allowance provided for under this Agreement in addition to the benefits listed above.
(e)	Employer will provide Employee with a six-month individual program of professional outplacement services.
(f)	Notwithstanding the foregoing, the severance payments due from the Employer to the Employee pursuant to this Agreement including the

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benefits under Paragraph 9(a) and Paragraph 9(b) shall be mitigated and reduced by the amount of any consideration paid to Employee by any other person or entity for services rendered following the date of termination of employment, regardless of how such compensation is characterized, including, but not limited to, consulting fees or other fees for any services rendered by Employee. The Employee must provide the Employer a copy of any employment agreement, offer letter, or consulting agreement disclosing total compensation to be paid to the Employee for services rendered following the termination date. Subject to the remaining terms of this Agreement, Employer will pay Employee at least 33% of the amount to be paid under this Paragraph 9 notwithstanding any such mitigation. In the event Employee fails to notify Employer that he has accepted employment or is otherwise performing services after the date of termination of employment with any person or entity, or that he has entered into any form of agreement or arrangement, including, but not limited to, a consulting arrangement whereby Employee is paid for Employee’s services, then all severance benefits provided under this Agreement will cease immediately and all liabilities and obligations of Employer hereunder shall terminate.

Notwithstanding anything in the Agreement to the contrary, in the event Employee obtains a full-time position with the Employer or any of its subsidiaries or affiliates after the execution of this Agreement but prior to the last day on which severance payments are due under this Agreement, Employee understands and agrees that all severance payments will cease immediately and that all liabilities and obligations of the Employer hereunder shall terminate.

     10. CONDITIONS TO BENEFITS. Anything in this Agreement to the contrary notwithstanding:

(a)	To receive the benefits enumerated in Paragraph 9, Employee shall execute and agree to be bound by a release agreement substantially in the form attached to this Agreement as Exhibit A; and
(b)	Employee’s right to receive any of the benefits provided for in Paragraph 9 or otherwise in this Agreement following termination of employment shall immediately cease and be of no further force or effect if Employee violates any of the covenants contained in Paragraphs 11, 12, 13, 14 or 15.

     11. COVENANT NOT-TO-SOLICIT. Employer and Employee acknowledge that, during Employee’s employment, Employer will spend considerable amounts of time, effort and resources in providing Employee with knowledge relating to the business affairs of Employer and the Affiliates, including Employer’s and the Affiliates’ trade secrets, proprietary information and other information concerning Employer’s and the Affiliates’ financing sources, finances, customer lists, customer records, prospective customers, staff, contemplated acquisitions

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(whether of business or assets), ideas, methods, marketing investigations, surveys, research, customers’ records and any other information relating to Employer’s and the Affiliates’ Business.

     To protect Employer from Employee’s solicitation of business from customers during the Restricted Period, Employee agrees that, subject to Paragraph 17 hereof, he shall not, directly or indirectly, for any person (including Employee himself), corporation, firm, partnership, proprietorship or other entity, other than Employer or an Affiliate, engaged in the Business, solicit transportation, logistics or other business of the type provided by Employer for any customer with whom the Employee had material contact during the twelve (12) month period immediately preceding the termination of Employee’s employment. Material contact includes personal contact with customers, the supervision of the efforts of others who have personal contact with the customers, and the receipt of confidential information of customers of Employer. This Paragraph 11 shall, except as otherwise provided in this Agreement, survive the termination of this Agreement.

     12. COVENANT NOT-TO-DISCLOSE. Employee agrees that during employment with Employer and for a period of three (3) years following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Confidential Information or Trade Secrets (so long as the information remains a Trade Secret or remains confidential) without prior written consent of Employer. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of Employer. This Agreement does not limit the remedies available under common or statutory law, which may impose longer duties of non-disclosure. For purposes of this Agreement, the following definition shall apply:

“Confidential Information” means information about Employer and its Employees, Customers and/or Suppliers which is not generally known outside of Employer, which employee learns of in connection with employee’s employment with Employer, and which would be useful to competitors of Employer. Confidential Information includes, but is not limited to: (1) business and employment policies, marketing methods and the targets of those methods, finances, business plans, promotional materials and price lists; (2) the terms upon which Employer obtains products or services from its vendors and sells them to customers; (3) the nature, origin, composition and development of Employer’s products; (4) the manner in which Employer provides products and services to its customers.

Confidential Information shall not include information which: (1) Employee can show was in his possession on a nonconfidential basis, was known to the public, or appeared in published literature, prior to disclosure of such Confidential Information, (b) becomes known to the public or appears in published literature through no act of the Employee subsequent to the time of the Employee’s receipt of such Confidential Information, or (c) is lawfully acquired by the Employee from a third party who is not in breach of any confidentiality agreement or obligation with the disclosing party with respect to such Confidential Information.

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If the Employee is requested or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Employee will provide the Employer with prompt notice of such request so that the Employer may seek an appropriate protective order or other appropriate remedy. Subject to the foregoing, the Employee may furnish that portion (and only that portion) of the Confidential Information which, in the written opinion of Employee’s counsel, the Employee is legally compelled or is otherwise required to disclose or else stand liable for contempt or suffer other material censure or material penalty; provided, however, that the Employee must use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed.

     13. COVENANT NOT-TO-INDUCE. Employee covenants and agrees that during the Restricted Period, he will not, directly or indirectly, on Employee’s own behalf or in the service or on behalf of others, solicit, induce or attempt to solicit or induce an employee or other personnel of Employer and the Affiliates to terminate employment with such party. This Paragraph 13 shall, except as otherwise provided in this Agreement, survive the termination of this Agreement.

     14. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees that he shall not, at any time during or following the Term, make any remarks disparaging the conduct or character of Employer or any of its current or former Affiliates, agents, employees, officers, directors, shareholders, successors or assigns (in the aggregate, such persons and entities are referred to herein as the “Protected Persons”); provided, however, that during the Term, Employer acknowledges and agrees that Employee may be required from time to time to make such remarks about Protected Persons for legitimate business purposes and if consistent with the discharge of Employee’s duties hereunder. In addition, following termination of Employee’s employment hereunder, Employee agrees to reasonably cooperate with Employer, at no extra cost, in any litigation or administrative proceedings (e.g., EEOC charges) involving any matters with which Employee was involved during Employee’s employment with Employer. Employer shall reimburse Employee for travel and other related expenses approved by Employer incurred in providing such assistance. This Paragraph 14 shall survive the termination of this Agreement.

     15. COVENANT NOT TO COMPETE. Employer and Employee acknowledge that, by virtue of Employee’s responsibilities and authority, he will, during the course of Employee’s employment, be instrumental in developing, and will receive, highly confidential information concerning Employer and the Affiliates, their services, their trade secrets, their proprietary information, and other information concerning the business of Employer and the Affiliates, much of which is unavailable to persons of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer shall cause irreparable harm, damage and loss to Employer and the Affiliates. To protect Employer and the Affiliates from Employee’s using or exploiting Employee’s information, Employee agrees that he shall not, for a period of twelve (12) months from the date

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of termination of this Agreement for any reason, perform substantially similar job duties or functions as those performed for Employer under this Agreement for any entity engaged in the Business in the 48 states of the continental United States of America (the “Restricted Territory”). This Paragraph 15 shall survive termination of this Agreement.

     16. SPECIFIC ENFORCEMENT. Employer and Employee expressly agree that a violation of the covenants contained in Paragraphs 11, 12, 13, 14 and 15 hereof, or any provision thereof, shall cause irreparable injury to Employer and that, accordingly, Employer shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Employee from doing or continuing to do any such act and any other violation or threatened violation of said Paragraphs 11, 12, 13, 14 and 15 hereof.

     17. SEVERABILITY. In the event any provision of this Agreement shall be found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void part were deleted; provided, however, if Paragraphs 11, 12, 13,14 and 15 shall be declared invalid, in whole or in part, Employee shall execute, as soon as possible, a supplemental agreement with Employer, granting Employer, to the extent legally possible, the protection afforded by said Paragraphs. It is expressly understood and agreed by the parties hereto that Employer shall not be barred from enforcing the restrictive covenants contained in each of Paragraphs 11, 12, 13, 14 and 15 as each are separate and distinct, so that the invalidity of any one or more of said covenants shall not affect the enforceability and validity of the other covenants.

     18. INCOME TAX WITHHOLDING. Employer or any other payor may withhold from any compensation or benefits payable under this Agreement such Federal, State, City or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

     19. WAIVER. The waiver of a breach of any term of this Agreement by any of the parties hereto shall not operate or be construed as a waiver by such party of the breach of any other term of this Agreement or as a waiver of a subsequent breach of the same term of this Agreement.

     20. RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as notice of termination of this Agreement is given, Employee shall immediately cease contact with all customers of Employer and shall forthwith surrender to Employer all customer lists, documents and other property of Employer then in Employee’s possession, compliance with which shall not be deemed to be a breach of this Agreement by Employee. Pending the surrender of all such customer lists, documents and other property to Employer, Employer may hold in abeyance any payments due Employee pursuant to this Agreement.

     21. ASSIGNMENT.

(a)   Employee shall not assign, transfer or convey this Agreement, or in any way encumber the compensation or other benefits payable to him hereunder, except with the prior written consent of Employer or upon Employee’s death.

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(b)   The covenants, terms and provisions set forth herein shall be binding upon and shall inure to the benefit of, and be enforceable by, Employer and its successors and assigns; provided, Employer shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of Employer in accordance with the operation of law, and such successor shall be deemed the “Employer” for purposes of this Agreement.

     22. NOTICES. All notices required herein shall be in writing and shall be deemed to have been given when delivered personally or five (5) days after the date on which such notice is deposited in the U.S. Mail, certified or registered, postage prepaid, return receipt requested, addressed as follows, to wit:

If to Employer at:

160 Clairemont Avenue, Suite 200
Decatur, Georgia 30030
Attn: Thomas M. Duffy, General Counsel

If to Employee at:

1298 Waterford Green Trail
Marietta, GA 30068

or at such other addresses as may, from time to time, be furnished to Employer by Employee, or by Employer to Employee on the terms of this Paragraph.

     23. BINDING EFFECT. This Agreement shall be binding on the parties hereto and on their respective heirs, administrators, executors, successors and permitted assigns.

     24. ENFORCEABILITY. This Agreement contains the entire understanding of the parties and may be altered, amended or modified only by a writing executed by both of the parties hereto. This Agreement supersedes all prior agreements and understandings by and between Employer and Employee relating to Employee’s employment.

     25. APPLICABLE LAW. This Agreement and the rights and liabilities of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia.

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     26. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute but a single document.

     27. D&O INSURANCE; INDEMNIFICATION. Employer shall maintain, for the benefit of Employee, director and officer liability insurance, in form at least as comprehensive as, and in an amount that is equal to, that maintained by Employer on the Effective Date, provided, however, that Employer’s Board of Directors or chief senior Executive Officer shall have the discretion to modify such coverage so long as such modification applies to all officers and directors. In addition, Employer shall indemnify Employee against liability as an officer and director of Employer to the same extent as other officers and directors of Employer in accordance with the constituent and organizational documents of Employer and consistent with applicable law. Employee’s rights under this Paragraph 27 shall continue so long as he may be subject to such liability, whether or not this Agreement may have been terminated prior hereto.

[signature page follows]

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IN WITNESS WHEREOF, Employee has hereunder set Employee’s hand, and Employer has caused this Agreement to be executed and delivered by its duly authorized officer, all as of the day and year first above written.

/s/ Thomas H. King
THOMAS H. KING
ALLIED HOLDINGS, INC.
By:	/s/ Hugh E. Sawyer
Name:	Hugh E. Sawyer
Title:	President and Chief Executive Officer

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EXHIBIT A

Release Agreement

Release

(a) Employee (including his heirs, successors and assigns) hereby releases the Company from any and all claims, demands, actions, and causes of action, and all liability whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent relating to Employee’s employment or termination from employment from AHI (including, without limitation, claims relating to Employee’s employment letter), up to the date of the execution of this Agreement. This includes but is not limited to claims at law or equity or sounding in contract (express or implied) or tort arising under federal, state, or local laws, anti-discrimination laws, and specifically includes, without limitation, the Age Discrimination in Employment Act (“ADEA”), and the Older Workers’ Benefits Protection Act (“OWBPA”) and any other comparable statute or law.

(b) Nothing contained in this Agreement shall affect or limit Employee’s rights under any pension, profit-sharing, 401(k) plan or similar qualified retirement plan currently in effect, or his rights to elect continued health insurance coverage, at his own cost, under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Nothing in this Agreement shall be interpreted to release any claims which arise under the terms of this Agreement or after the effective date of this Agreement. Employee’s release of claims herein is in exchange for the consideration set forth in this Agreement, which Employee agrees and acknowledges is in addition to anything of value to which Employee is already entitled. Any rights to indemnification which Employee may have under AHI’s Articles of Incorporation, Bylaws, insurance policies or other applicable agreements remain in effect notwithstanding this release.

EX-99.1

Exhibit 99.1

Contact
Thomas M. Duffy
Exec. Vice President & General Counsel
404/370-4225

ALLIED HOLDINGS ANNOUNCES APPOINTMENT OF CFO

Decatur, Georgia, January 25, 2005 – Allied Holdings, Inc. (AMEX:AHI) today announced the appointment of Thomas H. King as Executive Vice-President and Chief Financial Officer, and the resignation of David A. Rawden, Executive Vice-President and Chief Financial Officer of the Company, each to be effective January 25, 2005.

Mr. King has been working as a full-time accounting consultant for the Company since August 2004. Mr. King joins Allied from Tatum Partners, a consulting group which provides clients with a full range of chief financial officer services. Mr. King served as interim CFO and financial vice-president for a number of public and private companies while at Tatum. Prior to joining Tatum, Mr. King served as Chief Financial Officer and as controller of several companies.

Mr. King is a certified public accountant and has experience working at the accounting firms of Deloitte & Touche LLP and PricewaterhouseCoopers. Mr. King earned his Bachelors of Science in Business Administration with highest honors at The Pennsylvania State University and his Master of Science, Industrial Administration, at Carnegie-Mellon University where he was an Arthur C. Carter Scholar.

“We are pleased to appoint Tom King to the position of Executive Vice-President and Chief Financial Officer,” commented Hugh Sawyer, President and Chief Executive Officer. “Tom has a diverse management background and has also gained significant exposure to the Company over the past several months. Tom’s depth of experience gained through various senior accounting and finance roles will be of great benefit to him as he assumes responsibility for our efforts in the financial reporting and planning, accounting, pricing and related financial areas of our business.”

Mr. Sawyer added, “We are grateful at Allied for Dave Rawden’s many contributions to our Company, both as a consultant and senior executive through a challenging transition period in our finance and accounting departments. We wish Dave much success in his future endeavors.”

About Allied Holdings

Allied Holdings, Inc. is the parent company of several subsidiaries engaged in providing distribution and transportation services of new and used vehicles to the automotive industry. The services of Allied’s subsidiaries span the finished vehicle continuum, and include car-hauling, intramodal

transport, inspection, accessorization and dealer prep. Allied, through its subsidiaries, is the leading company in North America specializing in the delivery of new and used vehicles.

Statements in this press release that are not strictly historical are “forward looking” statements. Such statements include, without limitations, any statements containing the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “seek,” and similar expressions. Investors are cautioned that such statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks and uncertainties include economic recessions or extended or more severe downturns in new vehicle production or sales, the highly competitive nature of the automotive distribution industry, the ability of the Company to comply with the terms of its current debt and customer agreements, the Company’s ability to successfully implement internal controls and procedures that remediate the material weakness and ensure timely, effective and accurate financial reporting, the ability of the Company to obtain financing in the future and the Company’s highly leveraged financial position. Investors are urged to carefully review and consider the various disclosures made by the Company in this press release and in the Company’s reports filed with the Securities and Exchange Commission.

NOTE: For additional information about Allied, please visit our website at www.alliedholdings.com.