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                                                                    EXHIBIT 10.2

                         FORM OF 2002 STOCK OPTION PLAN
                          ASBURY AUTOMOTIVE GROUP, INC.




                  Section 1. PURPOSE. The purposes of this Asbury Automotive
Group, Inc. 2001 Stock Option Plan are to promote the interests of Asbury
Automotive Group, Inc. and its shareholders by (i) attracting and retaining
exceptional officers and other key employees of the Company and its Subsidiaries
and (ii) enabling such individuals to participate in the long-term growth and
financial success of the Company.

                  Section 2. DEFINITIONS. As used in the Plan, the following
terms shall have the meanings set forth below:

                  "Affiliate" shall mean (i) any entity that, directly or
         indirectly, is controlled by, controls or is under common control with,
         the Company and (ii) any entity in which the Company has a significant
         equity interest, in either case as determined by the Committee.

                  "Award Agreement" shall mean any written agreement, contract,
         or other instrument or document evidencing any Option, which may, but
         need not, be executed or acknowledged by a Participant.

                  "Board" shall mean the Board of Directors of the Company.

                  "Change of Control" shall mean an event or series of events,
         not including any events occurring prior to or in connection with an
         initial public offering of Shares (including the occurrence of such
         initial public offering), by which:

                  (A)      during any period of 24 consecutive calendar months,
                           individuals:

                           (i)      who were directors of the Company on the
                                    first day of such period, or

                           (ii)     whose election or nomination for election to
                                    the Board was recommended or approved by at
                                    least a majority of the directors then still
                                    in office who were directors of the Company
                                    on the first day of such period, or whose
                                    election or nomination for election was so
                                    approved,

                           shall cease to constitute a majority of the Board;

                  (B)      the Company consolidates with or merges into another
                           corporation or conveys, transfer or leases all or
                           substantially all of its property to any Person, or
                           any corporation consolidates with or merges into the
                           Company, in either event pursuant to a transaction in
                           which the outstanding Shares are reclassified or
                           changed into or exchanged for cash, securities or
                           other assets, and the holders of Shares


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                           immediately prior to such transaction do not, as a
                           result of such transaction, own, directly or
                           indirectly, more than fifty percent (50%) of the
                           combined voting power of the Shares or the capital
                           stock of its successor entity in such transaction; or

                  (C)      any "person" (as such term is defined in Section
                           13(d) of the Exchange Act (or any successor section
                           thereto)), corporation or other entity (other than
                           (i) the Company, (ii) any trustee or other fiduciary
                           holding securities under an employee benefit plan of
                           the Company, (iii) any company owned, directly or
                           indirectly, by the stockholders of the Company in
                           substantially the same proportions as their ownership
                           of Shares or (iv) any entity or individual affiliated
                           with Ripplewood Holdings L.L.C., a Delaware limited
                           liability company, or its affiliates), becomes the
                           "beneficial owner" (as such term is defined in Rule
                           13d-3 under the Exchange Act (or any successor rule
                           thereto)), directly or indirectly, of securities of
                           the Company representing 30% or more of the combined
                           voting power of the Company's then-outstanding
                           securities.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.

                  "Committee" shall mean the compensation committee of the
         Board, or such other committee of the Board as may be designated by the
         Board to administer the Plan.

                  "Company" shall mean Asbury Automotive Group, Inc., together
         with any successor thereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "Fair Market Value" shall mean, (A) with respect to any
         property other than Shares, the fair market value of such property
         determined by such methods or procedures as shall be established from
         time to time by the Committee and (B) with respect to the Shares, as of
         any date, (i) the mean between the high and low sales prices of the
         Shares as reported on the composite tape for securities traded on the
         New York Stock Exchange for such date (or if not then trading on the
         New York Stock Exchange, the mean between the high and low sales price
         of the Shares on the stock exchange or over-the-counter market on which
         the Shares are principally trading on such date), or, if there were no
         sales on such date, on the closest preceding date on which there were
         sales of Shares or (ii) in the event there shall be no public market
         for the Shares on such date, the fair market value of the Shares as
         determined in good faith by the Committee.

                  "Option" shall mean a right to purchase Shares from the
         Company that is granted under Section 6 of the Plan.

                  "Participant" shall mean any officer or other key employee of
         the Company or its Subsidiaries eligible for an Option under Section 5
         of the Plan and selected by the Committee to receive an Option under
         the Plan.

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                  "Person" shall mean any individual, corporation, partnership,
         association, joint-stock company, trust, unincorporated organization,
         government or political subdivision thereof or other entity.

                  "Plan" shall mean this Asbury Automotive Group, Inc. 2001
         Stock Option Plan.

                  "Rule 16b-3" shall mean Rule 16b-3 as promulgated and
         interpreted by the SEC under the Exchange Act, or any successor rule or
         regulation thereto as in effect from time to time.

                  "SEC" shall mean the Securities and Exchange Commission or any
         successor thereto and shall include the staff thereof.

                  "Shares" shall mean the common shares of the Company, $0.01
         par value, or such other securities of the Company (i) into which such
         common shares shall be changed by reason of a recapitalization, merger,
         consolidation, split-up, combination, exchange of shares or other
         similar transaction or (ii) as may be determined by the Committee
         pursuant to Section 4(b).

                  "Subsidiary" shall mean (i) any entity that, directly or
         indirectly, is controlled by the Company and (ii) any entity in which
         the Company has a significant equity interest, in either case as
         determined by the Committee.

                  "Substitute Options" shall have the meaning specified in
         Section 4(c).

         Section 3.  ADMINISTRATION.

         (a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Options; (iii) determine
the terms and conditions of any Option; (iv) determine whether, to what extent,
and under what circumstances Options may be settled or exercised in cash,
Shares, other securities, other Options or other property, or canceled,
forfeited, or suspended and the method or methods by which options may be
settled, exercised, canceled, forfeited, or suspended; (v) determine whether, to
what extent, and under what circumstances cash, Shares, other securities, other
Options, other property, and other amounts payable with respect to an Option
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vi) interpret, administer, reconcile any inconsistency,
correct any default and/or supply any omission in the Plan and any instrument or
agreement relating to, or Option made under, the Plan; (vii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (viii) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.

         (b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Option shall be within the sole discretion of the Committee, may
be made at any time


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and shall be final, conclusive, and binding upon all Persons, including the
Company, any Affiliate, any Participant, any holder or beneficiary of any
Option, and any shareholder.

         (c) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
hereunder.

         Section 4.  SHARES AVAILABLE FOR OPTIONS.

         (a) SHARES AVAILABLE. Subject to adjustment as provided in Section
4(b), the aggregate number of Shares with respect to which Options may be
granted under the Plan shall be[o]; and the maximum number of Shares with
respect to which Options may be granted to any Participant in any fiscal year
shall be [o]. If, after the effective date of the Plan, any Shares covered by an
Option granted under the Plan, or to which such an Option relates, are
forfeited, or if an Option has expired, terminated or been canceled for any
reason whatsoever (other than by reason of exercise or vesting), then the Shares
covered by such Option shall again be, or shall become, Shares with respect to
which Options may be granted hereunder.

         (b) ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee in its discretion to be
appropriate or desirable in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable or desirable,
adjust any or all of (i) the number of Shares or other securities of the Company
(or number and kind of other securities or property) with respect to which
Options may be granted; (ii) the number of Shares or other securities of the
Company (or number and kind of other securities or property) subject to
outstanding Options and (iii) the exercise price with respect to any Option or,
if deemed appropriate or desirable, make provision for a cash payment to the
holder of an outstanding Option in consideration for the cancellation of such
Option in an amount equal to the excess, if any, of the Fair Market Value of the
Shares subject to the Options over the aggregate exercise price of such Option.

         (c) SUBSTITUTE OPTIONS. Options may, in the discretion of the
Committee, be granted under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its Affiliates or a
company acquired by the Company or with which the Company combines ("Substitute
Options"). The number of Shares underlying any Substitute Options shall be
counted against the aggregate number of Shares available for Options under the
Plan.

         (d) SOURCES OF SHARES DELIVERABLE UNDER OPTIONS. Any Shares delivered
pursuant to an Option may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

         Section 5. ELIGIBILITY. Any officer or other key employee of the
Company or any of its Subsidiaries (including any prospective officer or key
employee) shall be eligible to be designated a Participant.


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         Section 6.  STOCK OPTIONS.

         (a) GRANT. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Participants to whom Options
shall be granted, the number of Shares to be covered by each Option, and the
conditions and limitations applicable to the exercise of the Option.

         (b) EXERCISE PRICE. Except as otherwise established by the Committee at
the time an Option is granted and set forth in the applicable Award Agreement,
the exercise price of each share covered by an Option shall be the Fair Market
Value of such Share (determined as of the date the option is granted); PROVIDED,
HOWEVER, that the exercise price of each Share covered by an Option which is
granted effective as of the Company's initial public offering of Shares shall be
the initial public offering price per share.

         (c) EXERCISE. Each Option shall be vested and exercisable at such times
and subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter. Except as
otherwise specified by the Committee in the Award Agreement, half of the Options
which are granted to a Participant effective as of the Company's initial public
offering of Shares shall become vested and exercisable with respect to 50% of
the Shares subject to such Options on each of the first two anniversaries of the
date of grant; the other half of the Options which are granted to a Participant
as of such date, and all Options which are granted thereafter, shall become
vested and exercisable with respect to one-third of the Shares subject to such
Options on each of the first three anniversaries of the date of grant. The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of federal or
state securities laws, as it may deem necessary or advisable.

         (d)      PAYMENT.

                  (i) No Shares shall be delivered pursuant to any exercise of
         an Option until payment in full of the aggregate exercise price
         therefor is received by the Company. Such payment may be made in cash,
         or its equivalent, or (x) by exchanging Shares owned by the optionee
         (which are not the subject of any pledge or other security interest and
         which have been owned by such optionee for at least 6 months), or (y)
         if there shall be a public market for the Shares at such time, subject
         to such rules as may be established by the Committee, through delivery
         of irrevocable instructions to a broker to sell the Shares otherwise
         deliverable upon the exercise of the Option and to deliver promptly to
         the Company an amount equal to the aggregate exercise price, or by a
         combination of the foregoing; PROVIDED that the combined value of all
         cash and cash equivalents and the Fair Market Value of any such Shares
         so tendered to the Company as of the date of such tender is at least
         equal to such aggregate exercise price.

                  (ii) Wherever in this Plan or any Award Agreement a
         Participant is permitted to pay the exercise price of an Option or
         taxes relating to the exercise of an Option by delivering Shares, the
         Participant may, subject to procedures satisfactory to the Committee,
         satisfy such delivery requirement by presenting proof of beneficial
         ownership of such Shares, in which case the Company shall treat the
         Option as exercised without further payment and shall withhold such
         number of Shares from the Shares acquired by the exercise of the
         Option.


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         (e) EXPIRATION. Each Option shall expire immediately, without any
payment, upon the earlier of (i) the tenth anniversary of the date the Option is
granted, or (ii) the date the Participant who is holding the Option ceases to be
employed by the Company or one of its subsidiaries (except as otherwise
specified in the applicable Award Agreement).

         Section 7.  AMENDMENT AND TERMINATION.

         (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; PROVIDED
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement applicable to the Plan; and
PROVIDED FURTHER that any such amendment, alteration, suspension, discontinuance
or termination that would impair the rights of any Participant or any holder or
beneficiary of any Option theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.

         (b) AMENDMENTS TO OPTIONS. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Option theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of any
Participant or any holder or beneficiary of any Option theretofore granted shall
not to that extent be effective without the consent of the affected Participant,
holder or beneficiary.

         (c) ADJUSTMENT OF OPTIONS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4(b) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate, or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.

         Section 8. CHANGE OF CONTROL. In the event of a Change of Control after
the date of the adoption of this Plan, any outstanding Options then held by
Participants, which are unexercisable or otherwise unvested, shall automatically
be deemed exercisable or otherwise vested, as the case may be, as of immediately
prior to such Change of Control.

         Section 9. GENERAL PROVISIONS.

         (a) NONTRANSFERABILITY. Except as otherwise specified in the applicable
Award Agreement, each Option shall be exercisable only by the Participant during
the Participant's lifetime, or, if permissible under applicable law, by the
Participant's legal guardian or representative, and no Option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or by the laws of descent and distribution
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.


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         (b)      NO RIGHTS TO OPTIONS. No Participant or other Person shall
have any claim to be granted any Option, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of Options.
The terms and conditions of Options and the Committee's determinations and
interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).

         (c)      SHARE CERTIFICATES. All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Option or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the SEC, any stock exchange upon
which such Shares or other securities are then listed, and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

         (d)      WITHHOLDING.

                  (i) A Participant may be required to pay to the Company or any
         Affiliate and the Company or any Affiliate shall have the right and is
         hereby authorized to withhold from any Option, from any payment due or
         transfer made under any Option or under the Plan or from any
         compensation or other amount owing to a Participant the amount (in
         cash, Shares, other securities, other Option or other property) of any
         applicable withholding taxes in respect of an Option, its exercise, or
         any payment or transfer under an Option or under the Plan and to take
         such other action as may be necessary in the opinion of the Company to
         satisfy all obligations for the payment of such taxes.

                  (ii) Without limiting the generality of clause (i) above, a
         Participant may satisfy, in whole or in part, the foregoing withholding
         liability by delivery of Shares owned by the Participant (which are not
         subject to any pledge or other security interest and which have been
         owned by the Participant for at least 6 months) with a Fair Market
         Value equal to such withholding liability or by having the Company
         withhold from the number of Shares otherwise issuable pursuant to the
         exercise of the option a number of Shares with a Fair Market Value
         equal to such withholding liability.

         (e)      AWARD AGREEMENTS. Each Option hereunder shall be evidenced by
an Award Agreement, which shall be delivered to the Participant and shall
specify the terms and conditions of the Option and any rules applicable thereto,
including but not limited to the effect on such Option of the death, disability
or termination of employment or service of a Participant, and the effect, if
any, of such other events as may be determined by the Committee.

         (f)      NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of options (subject to shareholder approval if such
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.


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         (g) NO RIGHT TO EMPLOYMENT. The grant of an Option shall not be
construed as giving a Participant the right to be retained in the employ of, or
in any consulting relationship to, the Company or any Affiliate. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment or
discontinue any consulting relationship, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

         (h) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the
applicable Option, no Participant or holder or beneficiary of any Option shall
have any rights as a shareholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares.

         (i) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Delaware, without
giving effect to the conflict of laws provisions thereof.

         (j) SEVERABILITY. If any provision of the Plan or any Option is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or option, or would disqualify the Plan or any
Option under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Option, such provision shall
be stricken as to such jurisdiction, Person or Option and the remainder of the
Plan and any such Option shall remain in full force and effect.

         (k) OTHER LAWS. The Committee may refuse to issue or transfer any
Shares or other consideration under an Option if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Option shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Option granted hereunder shall be construed as an offer to
sell securities of the Company, and no such offer shall be outstanding, unless
and until the Committee in its sole discretion has determined that any such
offer, if made, would be in compliance with all applicable requirements of the
U.S. federal and any other applicable securities laws.

         (l) NO TRUST OR FUND CREATED. Neither the Plan nor any Option shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Option, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (m) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Option, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.


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         (n) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

         Section 10. TERM OF THE PLAN.

         (a) EFFECTIVE DATE. The Plan shall be effective as of the date of its
approval by the Board.

         (b) EXPIRATION DATE. No Option shall be granted under the Plan after
December 31, 2011. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Option granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Option or to waive any conditions or rights under any such
Option shall, nevertheless continue thereafter.