EXHIBIT 10.8

                             SEVERANCE PAY AGREEMENT

                                FOR KEY EMPLOYEE

This agreement is entered into as of April 3, 2001 between Asbury Automotive
Group L.L.C. ("Asbury") and Philip R. Johnson ("Executive"), a key employee of
Asbury, in order to provide for an agreed-upon compensation in the event that
the Executive's employment is terminated as defined in this agreement.

1. Severance Pay Arrangement

   If a Termination (as defined below) of Executive's employment occurs at any
   time during Executive's employment, Asbury will pay Executive 12 months of
   Executive's base salary as of the date of Termination as Severance Pay.
   Payment (subject to required withholding) will be made by Asbury to Executive
   monthly on the regular payroll dates of Asbury starting with the date of
   Termination.

   If Executive participates in a bonus compensation plan at the date of
   Termination, Severance Pay will also include a portion of the target bonus
   for the year of Termination in an amount equal to the target bonus multiplied
   by the percentage of such year that has expired through the date of
   Termination.

   In addition, Executive shall be entitled for 12 months following the date of
   Termination to continue to participate at the same level of coverage and
   Executive contribution in any health and dental insurance plans, as may be
   amended from time to time, in which Executive was participating immediately
   prior to the date of Termination. Such participation will terminate 30 days
   after Executive has obtained other employment under which Executive is
   covered by equal benefits. The Executive agrees to notify Asbury promptly
   upon obtaining such other employment.

2. Definition of Termination Triggering Severance Pay

   A "Termination" triggering the Severance Pay set forth above in Section 1 is
   defined as (1) termination of Executive's employment by Asbury for any
   reason, except death, disability, retirement, voluntary resignation or
   "cause", or (2) termination by Executive because of mandatory relocation of
   Executive's current principal place of


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   business to a location more than 50 miles away, or (3) Asbury's reduction of
   Executive's base salary, or (4) any material diminution of Executive's duties
   or job title, except in a termination for "cause", death, disability,
   retirement or voluntary resignation. The definition of "cause" is: (1)
   Executive's gross negligence or gross misconduct in carrying out Executive's
   duties resulting in either case in material harm to Asbury; or (2) Executive
   being convicted of a felony; or (3) Executive's breach of Sections 3, 4 or 5
   below.

3. Confidential Information Nondisclosure Provision

   During and after employment with Asbury, Executive agrees not to disclose to
   any person (other to an employee or director of Asbury or any affiliate and
   except as may be required by law) and not to use to compete with Asbury or
   any affiliate any confidential or proprietary information, knowledge or data
   that is not in the public domain that was obtained by Executive while
   employed by Asbury with respect to Asbury or any affiliate or with respect to
   any products, improvements, customers, methods of distribution, sales,
   prices, profits, costs, contracts, suppliers, business prospects, business
   methods, techniques, research, trade secrets or know-how of Asbury or any
   affiliate (collectively, "Confidential Information"). In the event that
   Executive's employment ends for any reason, Executive will deliver to Asbury
   all documents and data of any nature pertaining to Executive's work with
   Asbury and will not take any documents or data or any reproduction, or any
   documents containing or pertaining to any Confidential Information. Executive
   agrees that in the event of a breach by Executive of this provision, Asbury
   shall be entitled to inform all potential or new employers of this provision
   and obtain injunctive relief and damages which may include recovery of
   amounts paid to Executive under this agreement.

4. Non-Solicitation of Employees

   Executive agrees that for a period of one year from Executive's last day of
   employment with Asbury, Executive shall not directly or indirectly solicit
   for employment or employ any person who, at any time during the preceding 12
   months, is or was employed by Asbury or any affiliate or induce or attempt to
   persuade any employee of Asbury or any affiliate to terminate their
   employment relationship. Executive agrees that in the event of a breach by
   Executive of this provision, Asbury shall be entitled to inform all potential
   or new employers of this provision and obtain injunctive relief and damages
   which may include recovery of amounts paid to Executive under this agreement.


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5. Covenant Not to Compete

   While Executive is employed by Asbury, Executive shall not directly or
   indirectly engage in, participate in, represent or be connected with in any
   way, as an officer, director, partner, owner, employee, agent, independent
   contractor, consultant, proprietor or stockholder (except for the ownership
   of a less than 5% stock interest in a publicly-traded corporation) or
   otherwise, any business or activity which competes with the business of
   Asbury or any affiliate unless expressly consented to in writing by the Chief
   Executive Officer of Asbury (collectively, "Covenant Not To Compete").

   In the event that Executive's employment ends for any reason, the provisions
   of the Covenant Not To Compete shall remain in effect for one year following
   the date of Termination except that the prohibition above on "any business or
   activity which competes with the business of Asbury or any affiliate" shall
   be limited to Autonation, Sonic, Lithia, United Auto Group and other
   competitive groups of similar size. Executive shall disclose in writing to
   Asbury the name, address and type of business conducted by any proposed new
   employer of Executive if requested in writing by Asbury. Executive agrees
   that in the event of a breach by Executive of this Covenant Not To Compete,
   Asbury shall be entitled to inform all potential or new employers of this
   Covenant and to obtain injunctive relief and damages which may include
   recovery of amounts paid to Executive under this agreement.

                               GENERAL PROVISIONS

   A. Employment is At Will

      The Executive and Asbury acknowledge and agree that Executive is an "at
      will" employee, which means that either the Executive or Asbury may
      terminate the employment relationship at any time, for any reason, with or
      without cause or notice, and that nothing in this agreement shall be
      construed as an express or implied contract of employment.

   B. Execution of Release

      As a condition to the receipt of the Severance Pay payments and benefits
      described in section 1 above, Executive agrees to execute a release of all
      claims arising out of the Executive's employment or its termination
      including but not limited to any claim of discrimination, harassment or
      wrongful discharge under local, state or federal law.


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   C. Other Provisions

      This agreement shall be binding upon the heirs, executors, administrators,
      successors and assigns of Executive and Asbury, including any successor to
      Asbury.

      The headings and captions are provided for reference and convenience only
      and shall not be considered part of this agreement.

      If any provision of this agreement shall be held invalid or unenforceable,
      such holding shall not affect any other provisions, and this agreement
      shall be construed and enforced as if such provisions had not been
      included.

      This agreement supersedes any and all agreements between Asbury and
      Executive relating to payments upon termination of employment or severance
      pay and may only be modified in writing signed by Asbury and Executive.

      This agreement shall be governed by and construed in accordance with the
      laws of the State of Connecticut.

      AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:


      BY EXECUTIVE                          BY ASBURY AUTOMOTIVE
                                            GROUP L.L.C.

      /s/ Philip R. Johnson                 /s/ Brian E. Kendrick
      ----------------------                -------------------------
      Print Name:                           Print Name and Title:
      Philip R. Johnson                     Brian E. Kendrick
                                            President & Chief Executive Officer