INDEMNIFICATION AGREEMENT

         This Indemnification Agreement, dated as of September 29, 2003 (this
"Agreement"), is made by and between ASBURY AUTOMOTIVE GROUP, INC., a Delaware
corporation (the "Company"), and J. GORDON SMITH ("Indemnitee").

                                    RECITALS:

                  Indemnitee is a director and/or officer of the Company and
his/her willingness to serve in such capacity is predicated, in substantial
part, upon the Company's willingness to indemnify him/her to the fullest extent
permitted by the laws of the state of Delaware, and upon the other undertakings
set forth in this Agreement.

                  Therefore, in recognition of the need to provide Indemnitee
with substantial protection against personal liability, in order to procure
Indemnitee's continued service as a director and/or officer of the Company and
to enhance Indemnitee's ability to serve the Company in an effective manner, and
in order to provide such protection pursuant to express contract rights
(intended to be enforceable irrespective of, among other things, any amendment
to the Company's certificate of incorporation or bylaws (collectively, the
"Constituent Documents"), any change in the composition of the Company's Board
of Directors (the "Board") or any change-in-control or business combination
transaction relating to the Company), the Company wishes to provide in this
Agreement for the indemnification of and the advancement of Expenses (as defined
in Section 1(c)) to Indemnitee as set forth in this Agreement and for the
continued coverage of Indemnitee under the Company's directors' and officers'
liability insurance policies.

                  In light of the considerations referred to in the preceding
recitals, it is the Company's intention and desire that the provisions of this
Agreement be construed liberally, subject to their express terms, to maximize
the protections to be provided to Indemnitee hereunder.

                                   AGREEMENT:

         NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein, the
following terms have the following meanings when used in this Agreement with
initial capital letters:

(a) "Claim" means (i) any threatened, asserted, pending or completed claim,
demand, action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, investigative or other, and whether made pursuant to federal, state
or other law; and (ii) any inquiry or investigation, whether made, instituted or
conducted by the Company or any other party, including without limitation any
federal, state or other governmental entity, that Indemnitee reasonably
determines might lead to the institution of any such claim, demand, action, suit
or proceeding.

(b) "Disinterested Director" means a director of the Company who is not and was
not a party to the Claim in respect of which indemnification is sought by
Indemnitee.

(c) "Expenses" means reasonable attorneys' and experts' fees and expenses and
all other reasonable costs and expenses paid or payable in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to investigate, defend, be a witness in or participate in
(including on appeal), any Claim, including such costs or expenses paid or
payable in connection with a Standard of Conduct Determination.

(d) "Incumbent Directors" means the individuals who, as of the date hereof, are
Directors of the Company and any individual becoming a Director subsequent to
the date hereof whose election, nomination for election by the Company's
stockholders, or appointment, was approved by a vote of at least two-thirds of
the then Incumbent Directors (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination); provided, however, that an
individual shall not be an Incumbent Director if such individual's election or
appointment to the Board occurs as a result of an actual or threatened election
contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the
election or removal of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board.

(e) "Indemnifiable Claim" means any Claim based upon, arising out of or
resulting from (i) any actual, alleged or suspected act or failure to act by
Indemnitee in his or her capacity as a director or officer of the Company or as
a director, officer, member, manager or trustee of any other corporation,
limited liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, as to which Indemnitee is or was serving
at the request of the Company as a director, officer, member, manager or
trustee, or (ii) Indemnitee's status as a current or former director or officer
of the Company or as a current or former director, officer, member, manager or
trustee of the Company or any other entity or enterprise referred to in clause
(i) of this sentence or any actual, alleged or suspected act or failure to act
by Indemnitee in connection with any obligation or restriction imposed upon
Indemnitee by reason of such status. In addition to any service at the actual
request of the Company, for purposes of this Agreement, Indemnitee shall be
deemed to be serving or to have served at the request of the Company as a
director, officer, member, manager or trustee of another entity or enterprise if
Indemnitee is or was serving as a director, officer, member, manager or trustee
of such entity or enterprise and the Company directly or indirectly caused
Indemnitee to be nominated, elected, appointed, designated or selected to serve
in such capacity.

(f) "Indemnifiable Losses" means any and all Losses relating to, arising out of
or resulting from any Indemnifiable Claim.

(g) "Independent Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of Delaware corporation law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Indemnifiable Claim giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement.

(h) "Losses" means any and all Expenses, damages, losses, liabilities,
judgments, fines, penalties (whether civil, criminal or other) and amounts paid
in settlement, including without limitation all interest, assessments and other
charges paid or payable in connection with or in respect of any of the
foregoing.

(i) "Notification Date" means the date of receipt by the Company of written
notice from Indemnitee advising the Company of the final disposition of the
applicable Indemnifiable Claim.

2. Indemnification Obligation. Subject to Section 7, the Company shall
indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted
by the laws of the State of Delaware as such laws may from time to time
hereafter be amended against any and all Indemnifiable Claims and Indemnifiable
Losses; provided, however, that, (a) except as provided in Section 5, Indemnitee
shall not be entitled to indemnification pursuant to this Agreement in
connection with any Claim initiated by Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or consented
to the initiation of such Claim and (b) no repeal or amendment of any law of the
State of Delaware shall in any way diminish or adversely affect the rights of
Indemnitee pursuant to this Agreement in respect of any occurrence or matter
arising prior to any such repeal or amendment.

3. Advancement of Expenses. Indemnitee shall have the right to advancement by
the Company prior to the final disposition of any Indemnifiable Claim of any and
all Expenses relating to, arising out of or resulting from any Indemnifiable
Claim paid or incurred by Indemnitee or which Indemnitee determines are
reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee
shall not be entitled to request the advancement of Expenses more than 60 days
in advance of the date on which Indemnitee reasonably determines such Expenses
are likely to be paid. Indemnitee's right to such advancement is not subject to
the satisfaction of any standard of conduct. Indemnitee shall submit to the
Company a written request specifying the Expenses for which Indemnitee seeks an
advancement under this Section 3, together with documentation reasonably
evidencing that Indemnitee has incurred such Expenses or, if such Expenses have
not yet been incurred, a reasonably detailed estimate of such Expenses and an
undertaking to provide such documentation once the estimated Expenses have been
incurred. Within twenty days after any such request properly made by Indemnitee,
the Company shall, in accordance with such request (but without duplication),
(a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds
in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for
such Expenses; provided that Indemnitee shall repay, without interest, any
amounts actually advanced to Indemnitee that are in excess of amounts paid or
payable by Indemnitee in respect of Expenses relating to, arising out of or
resulting from such Indemnifiable Claim. In connection with any such payment,
advancement or reimbursement, Indemnitee shall execute and deliver to the
Company an undertaking, which need not be secured and shall be accepted without
reference to Indemnitee's ability to repay the Expenses, by or on behalf of the
Indemnitee, to repay, without interest, any amounts paid, advanced or reimbursed
by the Company in respect of Expenses relating to, arising out of or resulting
from any Indemnifiable Claim in respect of which it shall have been determined,
following the final disposition of such Indemnifiable Claim, that Indemnitee is
not entitled to indemnification hereunder.

4. Indemnification for Additional Expenses. Without limiting the generality or
effect of the foregoing, the Company shall indemnify and hold harmless
Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee
for, or advance to Indemnitee, within twenty days of such request, any and all
Expenses paid or incurred by Indemnitee (or which Indemnitee determines are
reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee
shall not be entitled to request the advancement of Expenses more than 60 days
in advance of the date on which Indemnitee reasonably determines such Expenses
are likely to be paid) in connection with any Claim made, instituted or
conducted by Indemnitee for (a) indemnification or reimbursement or advance
payment of Expenses by the Company under any provision of this Agreement
(including a Standard of Conduct Determination), or under any other agreement or
provision of the Constituent Documents now or hereafter in effect relating to
Indemnifiable Claims, and/or (b) recovery under any directors' and officers'
liability insurance policies maintained by the Company; provided that, if
Indemnitee ultimately is determined not to be entitled to such indemnification,
reimbursement, advance payment of expenses or insurance recovery and Indemnitee
did not make, institute or conduct such Claim in good faith and with a
reasonable belief that such Claim was not frivolous, Indemnitee shall, and
Indemnitee hereby undertakes to, reimburse the Company, with interest, for all
such amounts received by Indemnitee promptly after receipt of a written demand
therefor from the Company.

5. Partial Indemnity. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of any
Indemnifiable Loss but not for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.

6. Procedure for Notification.

(a) Not later than fifteen (15) days after receipt by Indemnitee of notice of
the commencement of any Claim, Indemnitee will, if a claim in respect thereof is
to be made against the Company under this Agreement, notify the Company of the
commencement thereof; but the omission so to notify the Company will not relieve
it from any liability under this Agreement except to the extent, if any, that
such omission actually prejudices the use by the Company of defenses, rights or
insurance coverage.

(b) To obtain indemnification under this Agreement in respect of an
Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the
Company a written request therefor including a reasonable description (based
upon information then available to Indemnitee) of such Indemnifiable Claim or
Indemnifiable Loss and the basis for the assertion of a claim under this
Agreement. If, at the time of the receipt of such request, the Company has
directors' and officers' liability insurance in effect under which coverage for
such Indemnifiable Claim or Indemnifiable Loss is potentially available, the
Company shall give prompt written notice of such Indemnifiable Claim or
Indemnifiable Loss to the applicable insurers in accordance with the procedures
set forth in the applicable policies. The Company shall provide to Indemnitee a
copy of such notice delivered to the applicable insurers, and copies of all
subsequent correspondence between the Company and such insurers regarding the
Indemnifiable Claim or Indemnifiable Loss, in each case substantially
concurrently with the delivery or receipt thereof by the Company. The failure by
Indemnitee to timely notify the Company of any Indemnifiable Claim or
Indemnifiable Loss shall not relieve the Company from any liability hereunder
unless, and only to the extent that, such failure actually prejudices the use by
the Company of defenses, rights or insurance coverage.

7. Determination of Right to Indemnification.

(a) To the extent that Indemnitee shall have been successful on the merits or
otherwise in defense of any Indemnifiable Claim, or in defense of any issue or
matter therein, Indemnitee shall be indemnified against all Indemnifiable Losses
relating to, arising out of or resulting from such Indemnifiable Claim or issue
or matter in accordance with Section 2 and no Standard of Conduct Determination
(as defined in Section 7(b)) shall be required.

(b) To the extent that the provisions of Section 7(a) are inapplicable to an
Indemnifiable Claim that shall have been finally disposed of, any determination
of whether Indemnitee has satisfied any applicable standard of conduct under
Delaware law that is a legally required condition precedent to indemnification
of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of
or resulting from such Indemnifiable Claim (a "Standard of Conduct
Determination") shall be made as follows: (i) by a majority vote of the
Disinterested Directors, even if less than a quorum of the Board, (ii) if such
Disinterested Directors so direct, by a majority vote of a committee of
Disinterested Directors designated by a majority vote of all Disinterested
Directors, or (iii) if there are no such Disinterested Directors or if requested
by Indemnitee, by Independent Counsel in a written opinion addressed to the
Board, a copy of which shall be delivered to Indemnitee. Indemnitee will
cooperate with the person or persons making such Standard of Conduct
Determination, including providing to such person or persons, upon reasonable
advance request, any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination.

(c) The Company shall use its reasonable best efforts to cause any Standard of
Conduct Determination required under Section 7(b) to be made as promptly as
practicable and in no event later than 45 days after the Notification Date;
provided that such 45 day period may be extended for a reasonable time not to
exceed an additional 30 days if the person or persons making such determination
in good faith requires such additional time for the obtaining or evaluation or
documentation and/or information relating thereto If any such Standard of
Conduct Determination is not made within such 45 (or 75) day period, Indemnitee
shall be permitted to petition the Delaware Court of Chancery to make such
determination.

(d) If (i) Indemnitee shall be entitled to indemnification hereunder against any
Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether
Indemnitee has satisfied any applicable standard of conduct under Delaware law
is a legally required condition precedent to indemnification of Indemnitee
hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been
determined or deemed pursuant to Section 7(b) to have satisfied any applicable
standard of conduct under Delaware law which is a legally required condition
precedent to indemnification of Indemnitee hereunder against any Indemnifiable
Losses, then the Company shall pay to Indemnitee within twenty days after the
earliest date on which the applicable criterion specified in clause (i), (ii) or
(iii) above shall have been satisfied an amount equal to the amount of such
Indemnifiable Losses.

(e) If a Standard of Conduct Determination is to be made by Independent Counsel
pursuant to Section 7(b), the Independent Counsel shall be selected by the Board
of Directors, and the Company shall give written notice to Indemnitee advising
him or her of the identity of the Independent Counsel so selected. Indemnitee
may, within five business days after receiving written notice of selection from
the Company, deliver to the Company a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not satisfy the criteria set forth in
the definition of "Independent Counsel" in Section 1(g), and the objection shall
set forth with particularity the factual basis of such assertion. Absent a
proper and timely objection, the person or firm so selected shall act as
Independent Counsel. If such written objection is properly and timely made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If no Independent Counsel that is
permitted under the foregoing provisions of this Section 7(e) to make the
Standard of Conduct Determination shall have been selected within 30 days after
the Company gives its initial notice pursuant to the first sentence of this
Section 7(e) either the Company or Indemnitee may petition the Court of Chancery
of the State of Delaware for resolution of any objection which shall have been
made by the Indemnitee to the Company's selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the Court or
by such other person as the Court shall designate, and the person or firm with
respect to whom all objections are so resolved or the person or firm so
appointed will act as Independent Counsel. In all events, the Company shall pay
all of the reasonable fees and expenses of the Independent Counsel incurred in
connection with the Independent Counsel's determination pursuant to Section
7(b).

8. Presumption of Entitlement. In making any Standard of Conduct Determination,
the person or persons making such determination shall presume that Indemnitee
has satisfied the applicable standard of conduct, and the Company may overcome
such presumption only by its adducing clear and convincing evidence to the
contrary. Any Standard of Conduct Determination that is adverse to Indemnitee
may be challenged by the Indemnitee in the Court of Chancery of the State of
Delaware. No determination by the Company (including by its directors or any
Independent Counsel) that Indemnitee has not satisfied any applicable standard
of conduct shall be a defense to any Claim by Indemnitee for indemnification or
reimbursement or advance payment of Expenses by the Company hereunder or create
a presumption that Indemnitee has not met any applicable standard of conduct.

9. No Other Presumption. For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere or its equivalent, will not create
a presumption that Indemnitee did not meet any applicable standard of conduct or
that indemnification hereunder is otherwise not permitted.

10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to,
and not in limitation of, any other rights Indemnitee may have under the
Constituent Documents, or the substantive laws of the State of Delaware, any
other contract or otherwise (collectively, "Other Indemnity Provisions"). The
Company will not adopt any amendment to any of the Constituent Documents the
effect of which would be to deny, diminish or encumber Indemnitee's right to
indemnification under this Agreement.

11. Liability Insurance and Funding. For the duration of Indemnitee's service as
a director and/or officer of the Company, and thereafter for so long as
Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the
Company shall use commercially reasonable efforts (taking into account the scope
and amount of coverage available relative to the cost thereof) to cause to be
maintained in effect policies of directors' and officers' liability insurance
providing coverage for Indemnitee of the Company that is at least substantially
comparable in scope and amount to that provided by the Company's current
policies of directors' and officers' liability insurance. Upon request, the
Company shall provide Indemnitee with a copy of all directors' and officers'
liability insurance applications, binders, policies, declarations, endorsements
and other related materials, and shall provide Indemnitee with a reasonable
opportunity to review and comment on the same. Without limiting the generality
or effect of the two immediately preceding sentences, the Company shall not
discontinue or significantly reduce the scope or amount of coverage from one
policy period to the next policy period (i) without the prior approval thereof
by a majority vote of the Incumbent Directors, even if less than a quorum, or
(ii) if at the time that any such discontinuation or significant reduction in
the scope or amount of coverage is proposed there are no Incumbent Directors,
without the prior written consent of Indemnitee (which consent shall not be
unreasonably withheld or delayed). In all policies of directors' and officers'
liability insurance obtained by the Company, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits,
subject to the same limitations, as are accorded to the Company's directors and
officers most favorably insured by such policy. The Company may, but shall not
be required to, create a trust fund, grant a security interest or use other
means, including without limitation a letter of credit, to ensure the payment of
such amounts as may be necessary to satisfy its obligations to indemnify and
advance expenses pursuant to this Agreement.

12. Subrogation. In the event of payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the related rights of
recovery of Indemnitee against other persons or entities (other than
Indemnitee's successors), including any entity or enterprise referred to in
clause (i) of the definition of "Indemnifiable Claim" in Section 1. Indemnitee
shall take, at the request of the Company, all actions reasonably necessary to
secure such rights, including the execution of all papers reasonably required to
evidence such rights (all of Indemnitee's reasonable Expenses, including
attorneys' fees and charges, related thereto to be reimbursed by the Company).

13. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment to Indemnitee in respect of any Indemnifiable
Losses to the extent Indemnitee has otherwise actually received payment (net of
Expenses incurred in connection therewith) under any insurance policy, the
Constituent Documents and Other Indemnity Provisions or otherwise (including
from any entity or enterprise referred to in clause (i) of the definition of
"Indemnifiable Claim" in Section 1(e)) in respect of such Indemnifiable Losses
otherwise indemnifiable hereunder.

14. Defense of Claims. The Company shall be entitled to participate in the
defense of any Indemnifiable Claim or to assume the defense thereof, with
counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee
reasonably believes, after consultation with counsel selected by Indemnitee,
that (a) the use of counsel chosen by the Company to represent Indemnitee would
present such counsel with an actual or potential conflict, (b) the named parties
in any such Indemnifiable Claim (including any impleaded parties) include both
the Company and Indemnitee and Indemnitee shall conclude that there may be one
or more legal defenses available to him or her that are different from or in
addition to those available to the Company, or (c) any such representation by
such counsel would be precluded under the applicable standards of professional
conduct then prevailing, then Indemnitee shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular Indemnifiable Claim) at the Company's expense. The
Company shall not be liable to Indemnitee under this Agreement for any amounts
paid in settlement of any threatened or pending Indemnifiable Claim effected
without the Company's prior written consent. The Company shall not, without the
prior written consent of the Indemnitee, effect any settlement of any threatened
or pending Indemnifiable Claim which the Indemnitee is or could have been a
party unless such settlement solely involves the payment of money and includes a
complete and unconditional release of the Indemnitee from all liability on any
claims that are the subject matter of such Indemnifiable Claim. Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement.

15. Successors and Binding Agreement. (a) The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Company to assume and agree to and perform this Agreement in the
same manner and to the same extent the Company would be required to perform if
no such succession had taken place. This Agreement shall be binding upon and
inure to the benefit of the Company and any successor to the Company, including
without limitation any person acquiring directly or indirectly all or
substantially all of the business or assets of the Company whether by purchase,
merger, consolidation, reorganization or otherwise (and such successor will
thereafter be deemed the "Company" for purposes of this Agreement), but shall
not otherwise be assignable or delegatable by the Company.

(b) This Agreement shall be binding on and inure to the benefit of and be
enforceable by the Indemnitee's personal or legal representatives, executors,
administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto
shall, without the written consent of the other, assign or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in
Sections 15(a) and 15(b). Without limiting the generality or effect of the
foregoing, Indemnitee's right to receive payments hereunder shall not be
assignable, whether by pledge, creation of a security interest or otherwise,
other than by a transfer by the Indemnitee's will or by the laws of descent and
distribution, and, in the event of any attempted assignment or transfer contrary
to this Section 15(c), the Company shall have no liability to pay any amount so
attempted to be assigned or transferred.

16. Notices. For all purposes of this Agreement, all communications, including
without limitation notices, consents, requests or approvals, required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid or one business day after having been sent
for next-day delivery by a nationally recognized overnight courier service,
addressed to the Company (to the attention of the General Counsel of the
Company) and to Indemnitee at the addresses shown on the signature page hereto,
or to such other address as any party may have furnished to the other in writing
and in accordance herewith, except that notices of changes of address will be
effective only upon receipt.

17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State. The Company and Indemnitee each
hereby irrevocably and unconditionally consent to the jurisdiction of the
Chancery Court of the State of Delaware for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be brought only in the
Chancery Court of the State of Delaware.

18. Validity. If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable or
otherwise illegal, the remainder of this Agreement and the application of such
provision to any other person or circumstance shall not be affected, and the
provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent, and only to the extent, necessary to make it
enforceable, valid or legal. In the event that any court or other adjudicative
body shall decline to reform any provision of this Agreement held to be invalid,
unenforceable or otherwise illegal as contemplated by the immediately preceding
sentence, the parties thereto shall take all such action as may be necessary or
appropriate to replace the provision so held to be invalid, unenforceable or
otherwise illegal with one or more alternative provisions that effectuate the
purpose and intent of the original provisions of this Agreement as fully as
possible without being invalid, unenforceable or otherwise illegal.

19. Miscellaneous. No provision of this Agreement may be waived, modified or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by Indemnitee and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto or compliance with any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
expressed or implied with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. References to
Sections are to references to Sections of this Agreement.

20. Certain Interpretive Matters. No provision of this Agreement shall be
interpreted in favor of, or against, either of the parties hereto by reason of
the extent to which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.

21. Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original but all of which together shall
constitute one and the same agreement.



                      [Signatures Appear On Following Page]





         IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused
its duly authorized representative to execute this Agreement as of the date
first above written.


                        ASBURY AUTOMOTIVE GROUP, INC.
                        3 Landmark Square, Suite 500
                        Stamford, Connecticut  06902


                        By:  /s/ Kenneth B. Gilman
                             ---------------------------------------
                        Name:  Kenneth B. Gilman
                        Title:   President & Chief Executive Officer


                        INDEMNITEE


                        /s/ J. Gordon Smith
                        --------------------------------------------
                        J. Gordon Smith