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                                                                   EXHIBIT 10.11

                        SEVERANCE AND RELEASE AGREEMENT


         THIS SEVERANCE AND RELEASE AGREEMENT is made and entered into as of
the 17th day of April, 2001, to be effective as of the Effective Date (as
defined below), by and between A. MITCHELL POOLE, JR. ("Poole" or "Employee"),
and ALLIED HOLDINGS, INC., a Georgia corporation ("Allied" or "Company").

         WHEREAS, (i) Poole and Allied entered into that certain Employment
Agreement dated as of February 23, 2000 (the "Employment Agreement"), pursuant
to which Poole has been the Chief Executive Officer of Allied, and

         WHEREAS, the parties have agreed to compromise claims and defenses
they might assert against each other under this employment agreement and
otherwise.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions herein contained, the receipt and sufficiency of which are hereby
acknowledged, Poole and Allied agree as follows:

         1.       DEFINITIONS

                  (a)      "Allied," to the extent this term is used in
                  relation to Poole releasing claims against Allied and his
                  Covenant of Nondisparagement, shall include Allied's parent
                  or subsidiary corporations, and the officers, directors,
                  attorneys and employees of each.

                  (b)      "Effective Date" shall be April 6, 2001.

                  (c)      "Termination Date" shall be April 6, 2001.

                  (d)      "Confidential Information" means information about
                  the Company and its Employees, Customers and/or Suppliers
                  which is not generally known outside of the Company, which
                  employee learns of in connection with Employee's employment
                  with the company, and which would be useful to competitors of
                  the Company. 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 the Company obtains products from its vendors and
                  sells them to customers; (3) the nature, origin, composition
                  and development of the company's products; (4) the manner in
                  which the Company provides products and services to its
                  customers.

                  (e)      "Trade Secrets" means Confidential Information which
                  meets the additional requirements of the Uniform Trade
                  Secrets Act or similar state law.

                  (f)      "Business of Allied" means the transportation of new
                  and used automobiles and light trucks from the manufacturers
                  and related logistics and distribution services to the new
                  and used vehicle distribution market.


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         2.       PAYMENTS TO POOLE

         In full settlement, accord and satisfaction of all claims Poole has or
may have against Allied under his employment agreement or otherwise, Allied
will provide for the following compensation to Mr. Poole:

                  (a)      Starting on April 15, 2001, and continuing on the
                  first and fifteenth days of each successive month, 24
                  semi-monthly payments in the amount of $21,258.34 per
                  payment. These 24 payments will start on April 15, 2001, and
                  end on April 1, 2002, for a total amount of Five Hundred Ten
                  Thousand Two Hundred Dollars ($510,200).

                  (b)      Should Poole elect to exercise his COBRA rights,
                  Allied will make payments on behalf of Poole to extend
                  insurance subject to Poole's COBRA rights for a period of
                  twelve (12) months in conjunction with the semi-monthly
                  payments in the preceding paragraph.

                  (c)      Poole acknowledges and agrees that Allied shall
                  withhold applicable taxes and other withholdings as required
                  by law.

                  (d)      Poole agrees and acknowledges that the consideration
                  to be provided him by Allied pursuant to this Agreement is,
                  in significant and substantial part, separate from and in
                  addition to anything of value to which Poole is already or
                  would otherwise be entitled.

         3.       LIFE INSURANCE

         Allied acknowledges that it is a party to (i) that certain
Split-Dollar Insurance Agreement between Allied and Rebecca C. Poole and Donna
D. Glenn, as Co-Trustees of the AMP Family Insurance Trust, dated May 3, 1994,
the subject of which is life insurance coverage on Poole's life, and (ii) that
certain Split-Dollar Insurance Agreement between Allied and Donna D. Glenn, as
Trustee of the AMP Family Insurance Trust, dated March 13, 1998, the subject of
which is life insurance coverage on the lives of Poole and Rebecca C. Poole
(hereinafter, such agreements are collectively referred to as the "Insurance
Agreements", and the life insurance policies that are the subject of the
Insurance Agreements are collectively referred to as the "Policies"). Poole and
Allied agree to work in good faith to determine if the Policies can be replaced
by other life insurance policies to lower the cost of the insurance coverage
without reducing the amount of coverage or diminishing the quality of the
underwriter of such life insurance coverage. Poole agrees that if such
replacement policies are identified and are approved by Poole (which approval
shall not be unreasonably withheld or delayed), Poole shall use his best
efforts to efforts to cause the trustees of the Poole Insurance Trust to agree,
in writing, and to cause the trustee of the AMP Family Insurance Trust to
agree, in writing, to make such changes and amend such agreement as will be
necessary to replace Policies with the approved replacement policies.


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         4.       COVENANTS OF POOLE

         As conditions to the payments and benefits to be made and provided by
Allied to Poole as provided herein, Poole agrees as follows:

                  (a)      Duty of Confidentiality. For a period of five (5)
                  years following the Effective Date, 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 the Company. 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 the
                  Company. This Agreement does not limit the remedies available
                  under common or statutory law, which may impose longer duties
                  of non-disclosure.

                  (b)      Return of Property and Information. Allied is
                  currently holding a check from Poole, which Poole has
                  tendered to compensate Allied for his company-issued
                  computer, cellphone, pager, and personal digital assistant.
                  If Poole does not return these items by April 23, 2001,
                  Allied will cash this check as full compensation for these
                  items. Allied will not expect the return of any other
                  property which may have been purchased by Poole with company
                  funds or issued by the company. Poole warrants and covenants
                  that he does not have any documents or information relating
                  to Allied in his possession, either in hard copy or
                  electronic form. Should Poole subsequently discover that he
                  does possess such information, he will promptly return it to
                  the company. Poole further promises that he will permanently
                  delete from the company-provided computer he now has in his
                  possession any Allied-related information remaining on that
                  computer's hard drive (or stored on other media) no later
                  than April 23, 2001.

                  (c)      Non-Competition Covenant. Employee agrees that for a
                  period of 12 months following the Effective Date, Employee
                  will not compete with the Business of Allied by performing
                  activities of the type performed by Employee for the Company
                  within one year prior to Employee's termination. Likewise,
                  Employee will not perform activities of the type which in the
                  ordinary course of business would involve the utilization of
                  Confidential Information or Trade Secrets. This paragraph
                  restricts competition only within the 48 States of the
                  continental United States of America.

                  (d)      Non-Solicitation Covenant. Employee agrees that for
                  a period of 12 months following the Effective Date, Employee
                  will not directly or indirectly solicit or attempt to solicit
                  any business in competition with the Business of Allied from
                  any of the Company's customers or suppliers with whom
                  Employee had Material Contact during the last year of
                  Employee's employment with the Company.

                  (e)      Non-Recruitment of Company Employees. Employee
                  agrees that for a period of 18 months following the Effective
                  Date, employee will not directly or indirectly solicit or
                  attempt to solicit any employee of the Company for the
                  purpose of encouraging, enticing, or causing said employee to
                  terminate employment with the Company.


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                  (f)      Remedies for Breach of Covenants. Should Poole
                  breach any of the covenants contained in this section, Allied
                  may discontinue any payments which may be due under this
                  agreement, in addition to any other remedies available to it,
                  including injunctive relief.

         5.       MUTUAL RELEASE

                  (a)      Poole on the one hand (including his heirs,
                  successors and assigns) and Allied on the other (including
                  its successors and assigns) hereby release each other 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
                  Poole's employment or termination from employment from Allied
                  (including, without limitation, claims relating to Poole's
                  written employment contract), 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, and the
                  Older Workers' Benefits Protection Act.

                  (b)      Nothing contained in this Agreement shall affect or
                  limit Poole'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 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. Any
                  rights to indemnification which Poole may have under Allied's
                  Articles of Incorporation, Bylaws, insurance policies or
                  other applicable agreements remain in effect notwithstanding
                  this release.

         6.       NO ADMISSION OF LIABILITY

         The parties understand and agree that this Agreement shall not in any
way be construed as an admission by either party of any unlawful or wrongful
acts whatsoever against the opposing party or any other person, and both
parties specifically disclaim any liability to or wrongful acts against the
opposing party or any other person.

         7.       NONDISPARAGEMENT AND COOPERATION

         Poole agrees that he will not engage in any critical or disparaging
speech or conduct at any time in the future directed at Allied. Similarly,
Allied agrees that its Officers and Directors will not engage in any critical
or disparaging speech or conduct at any time in the future directed at Poole.
The parties acknowledge and agree that they must truthfully respond to
subpoenas or other lawful requests for information by government agencies, but
will notify the opposing party if such disclosures might tend to disparage the
opposing party so that the opposing party will have the opportunity to protect
his/its interests. Poole further agrees not to induce, incite, encourage or
assist others to pursue claims of any nature against Allied. Poole will make
himself available


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upon reasonable notice to provide information and give a sworn statement if
requested about his knowledge of matters involving litigation or threatened
claims against Allied or its subsidiaries.

         8.       RESIGNATION AND NEUTRAL REFERENCE

         Poole agrees to resign his position as an officer and member of the
Board of Directors (Exhibit "A"), and will not seek to re-establish any
relationship with Allied as a Board Member, Employee, Director, Agent,
Contractor or otherwise. Upon a reference request for Mr. Poole, Allied will
respond with dates of employment, positions held, and compensation. Mr. Poole
agrees to direct all reference requests to: The Company's General Counsel,
currently Thomas M. Duffy, 160 Clairemont Avenue, Suite 200, Decatur, Georgia,
30030.

         9.    REMEDIES AND FORUM

         The parties agree that they will not file any action arising out of
this agreement other than in a state or federal court located in DeKalb County,
Georgia. The parties consent to personal jurisdiction and venue solely within
these forums and solely in DeKalb County, Georgia and waive all otherwise
possible objections thereto. The prevailing party shall be entitled to recover
its costs and attorney's fees in any such proceeding, except that claims by
Poole relating to age discrimination or the effect of this release on claims of
age discrimination shall not be subject to this costs and attorney's fees
provision. The existence of any claim or cause of action by Employee against
the Company, including any dispute relating to the termination of this
agreement, shall not constitute a defense to enforcement of the restrictive
covenants contained in Section 4 by injunction.

         10.      RECITALS AND SEVERABILITY

         The recitals set forth above are true and correct and are incorporated
herein. Each provision of this Agreement is severable, and any provision of
this Agreement found to be prohibited or invalid by law shall be ineffective to
the extent of any such prohibition or invalidity without invalidating the
remaining provisions hereof.

         11.      ACKNOWLEDGEMENT AND REVOCATION PERIOD

         Poole certifies that he has fully read, has received an explanation
of, has negotiated and completely understands the provisions of this Agreement,
and that he has been advised by Allied that he should consult with an attorney
before signing this Agreement and that, in fact, he has been represented by
independent legal counsel in connection with the review and negotiation of this
Agreement. He further certifies that he has had adequate time to review and
consider the provisions of this Agreement and that he is signing this Agreement
knowingly, freely and voluntarily, without duress, coercion or undue influence.
Poole understands and acknowledges that he has twenty-one (21) days from the
receipt of this agreement to consider whether he wishes to sign it. Should he
choose to sign, he has an additional seven (7) calendar days following his
execution of this Agreement to revoke his acceptance of this Agreement (the
"Revocation Period"). This Agreement shall not become effective or enforceable
until the Revocation Period has expired. Revocation of this Agreement must be
made by delivering a written notice of revocation to Robert J. Rutland,
Chairman of Allied. For the revocation to be effective, written notice must be
received no later than the close of business on the seventh day after Poole
signs this Agreement. On the eighth day after Poole signs this Agreement, the


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Agreement becomes binding and effective. In addition, Poole understands and
acknowledges that no monies will be paid under the terms of this Agreement
until the end of the Revocation Period; however, any payments which fell due
prior to the expiration of the Revocation Period will be paid promptly once the
Revocation Period expires.

         12.      ENTIRE AGREEMENT

         This Agreement and the applicable terms of the Employment Agreement
represent the entire agreement between Poole and Allied with respect to the
subject matter hereof and thereof and may not be modified or amended except by
an express written agreement between the parties hereto.

         13.      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with,
the laws of the State of Georgia without reference to conflicts of law
principles.

         14.      NOTICES

         All notices or other communications under this Agreement shall be in
writing and shall be deemed to be given on the date of service if served
personally (by courier or nationally recognized overnight courier), or on the
third day after deposit in the U.S. Mail, certified, return receipt requested,
with adequate postage thereon, to the address set forth below the intended
recipient's signature.

         For Allied: Tommy Duffy, Allied Holdings, Inc., 160 Clairemont Avenue,
Suite 200, Decatur, Georgia, 30030.

         For Mr. Poole: A. Mitchell Poole, Jr., 3838 Markham Way, Atlanta,
Georgia, 30339.

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS AND CAUSES OF ACTION.

         IN WITNESS WHEREOF, Poole has hereunder set his hand and seal, and
Allied has caused this Agreement to be executed and delivered by its duly
authorized officers, all as of the date and year first above written.


                                                                        (SEAL)
-------------------------------     -----------------------------------
WITNESS                             A. MITCHELL POOLE, JR.

                                             Address:

                                             3838 Markham Way
                                             Atlanta, Georgia 30339

Attest:                             ALLIED HOLDINGS, INC.


                                    By:
-------------------------------        ----------------------------------------
Its ______ Secretary                   Robert J. Rutland, Chairman

[CORPORATE SEAL]                             Address:

                                             160 Clairemont Avenue, Suite 200
                                             Decatur, GA  30030


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                                  RESIGNATION


         The undersigned hereby resigns, effective immediately, as an officer
and director of Allied Holdings, Inc. and the Affiliates (as defined in that
certain Employment Agreement, dated as of February 23, 2000, between Allied
Holdings, Inc. and the undersigned), and, to the extent applicable, from all
committees of which he is a member.


         Dated this 6th day of April, 2001.


                                             ----------------------------------
                                             A. Mitchell Poole, Jr.