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                                                                    EXHIBIT 10.2



                              ALLIED HOLDINGS, INC.
                              AMENDED AND RESTATED
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                       (as amended through June 19, 2003)

                                    ARTICLE I
                              PURPOSE AND APPROVAL

         1.1      PURPOSE OF THE PLAN. The purpose of the Allied Holdings, Inc.
1999 Employee Stock Purchase Plan is to provide a method whereby Employees of
the Company may acquire a proprietary interest in the Company through the
purchase of Shares of common stock of Allied Holdings, Inc. The Plan is intended
to qualify as an "Employee Stock Purchase Plan" as defined in Section 423 of the
Code. The provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of the Code.

         1.2      APPROVAL OF THE PLAN. The Plan was adopted by the Board on
December 16, 1998, subject to approval by the Company's shareholders, as
required by the Code. The Plan was adopted by the shareholders on May 12, 1999.
The Board approved the Amended and Restated 1999 Employee Stock Purchase Plan on
February 21, 2001, and the shareholders adopted the Amended and Restated 1999
Employee Stock Purchase Plan on May 15, 2001. The Board approved an amendment to
the Plan on February 13, 2003, and the shareholders adopted the amendment on
June 19, 2003.

                                   ARTICLE II
                                   DEFINITIONS

         2.1      "ACCOUNT" means the account maintained by the Company for a
Participant pursuant to Section 3.3.

         2.2      "ACT" means the Securities Exchange Act of 1934, as amended.

         2.3      "BOARD" means the Board of Directors of Allied Holdings, Inc.

         2.4      "CODE" means the Internal Revenue Code of 1986, as amended.

         2.5      "COMMITTEE" means the Compensation Committee of the Board, or
such other Committee as the Board may designate to administer the Plan pursuant
to Article VI.

         2.6      "COMPANY" means Allied Holdings, Inc. and its Subsidiaries.

         2.7      "COMPENSATION" means all base straight time gross earnings,
commissions, overtime and other compensation, but shall not include income
recognized pursuant to stock options or Shares purchased hereunder or to imputed
fringe benefit income.

         2.8      "ELIGIBLE EMPLOYEE" means an Employee described in Section
3.2.


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         2.9      "EMPLOYEE" means any person who is an employee of the Company
for tax purposes, subject to the exclusion of such persons or classes of persons
as the Committee may determine to be consistent with Code Section 423 and other
applicable law.

         2.10     "EXERCISE PRICE" means the purchase price for Shares purchased
pursuant to the exercise of an Option identified in Section 4.1.

         2.11     "FAIR MARKET VALUE" means,

         (a)      If the Shares are listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such Shares (or the closing bid, if
no sales were reported) as quoted on such exchange or system on the date of such
determination, as reported in "The Wall Street Journal" or such other source as
the Committee deems reliable, or;

         (b)      If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, Fair Market Value shall be the mean
of the closing bid and asked prices for Shares on the date of such
determination, as reported in "The Wall Street Journal" or such other source as
the Committee deems reliable, or;

         (c)      In the absence of an established market for the Shares, the
Fair Market Value thereof shall be determined in good faith by the Committee.

         2.12 "HOLDING PERIOD" means that period beginning on an Offering
Termination Date on which Shares purchased by Participants and ending twelve
(12) calendar months later.

         2.13     "OFFERING" means an offering to Participants of Options to
purchase Shares under Section 4.1.

         2.14     "OFFERING COMMENCEMENT DATE" means the first business day of
the calendar quarter applicable to the Offering.

         2.15     "OFFERING TERMINATION DATE" means the last business day of the
calendar quarter applicable to the Offering.

         2.16     "OPTION" means an option to purchase Shares granted pursuant
to the Plan.

         2.17     "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan pursuant to Section 3.3, and who has not become an
ineligible Employee or withdrawn from participation in the Plan pursuant to
Article III.

         2.18     "PLAN" means the Allied Holdings, Inc. 1999 Employee Stock
Purchase Plan.


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         2.19     "PLAN ADMINISTRATOR" means the Vice President, Human Resources
of Allied Holdings, Inc. or such other individual as the Committee may designate
to administer the Plan pursuant to Article VI.

         2.20     "SHARE" means one share of common stock no par value of Allied
Holdings, Inc.

         2.21     "SUBSIDIARY" means a corporation (or other form of entity
which the Committee has determined shall be treated as a corporation for
purposes of Code Section 423), domestic or foreign, of which not less than fifty
percent (50%) of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or Subsidiary.

         2.22     "TRANSFER AGENT" means the officially designated transfer
agent of the Company.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         3.1      GRANTING OF OPTIONS TO EMPLOYEES

         A.       GRANTING OF OPTIONS TO COMPANY EMPLOYEES ONLY. To the extent
         permitted by the Plan, Options to purchase Shares hereunder, shall only
         be granted to Employees of the Company.

         B.       EMPLOYEE RIGHTS AND PRIVILEGES. All Employees granted Options
         under the Plan shall have the same rights and privileges, except that
         the Committee may from time to time provide for differences in the
         rights and privileges of Employees granted Options hereunder, so long
         as such differences do not jeopardize the qualification of the Plan
         under Code Section 423 or violate other applicable law.

         3.2      ELIGIBILITY OF EMPLOYEES. Employees who qualify as Eligible
Employees pursuant to this Section shall be eligible to elect to participate in
the Plan in accordance with Section 3.3.

         A.       ELIGIBLE EMPLOYEE DEFINED. Except as otherwise required by
         Code Section 423 or other applicable law, including, without
         limitation, securities laws of a foreign jurisdiction applicable to
         such Employee, an Employee shall be considered an Eligible Employee for
         purposes of participation in the Plan as of the first Offering
         Commencement Date after Employee attains the age of twenty-one (21),
         provided, that, such Employee's customary employment with the Company
         is at least twenty (20) hours per week and more than five (5) months
         per calendar year. For purposes of the Plan, the employment
         relationship shall be treated as continuing intact while the individual
         is on sick leave or other leave of absence approved by the Company.
         Where the period of leave exceeds ninety (90) days and the individual's
         right to reemployment is not


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         guaranteed either by statute or by contract, the employment
         relationship shall be deemed to have terminated on the ninety-first
         (91)st day of such leave.

         B.       REHIRED EMPLOYEES. If an Eligible Employee who has ceased to
         be an Employee becomes an Employee again on a date thereafter, such
         Employee automatically shall become an Eligible Employee effective as
         of the Offering Commencement Date following such date.

         C.       EMPLOYEES DEEMED INELIGIBLE FOR PARTICIPATION

                  (i)      5% OWNERS. No Option shall be granted hereunder to
         any Employee who, immediately after the Option is granted, would own,
         within the meaning of Code Section 424(d), Shares possessing 5% or more
         of the total combined voting power or value of all classes of stock of
         the Company. For purposes of this Section, Shares that an Employee
         would be entitled to purchase on the Offering Termination Date
         applicable to an Option that has been granted pursuant to Section 4.1
         shall be treated as owned by the Employee.

                  (ii)     EMPLOYEES WITH EXERCISE RIGHTS IN EXCESS OF $25,000
         PER YEAR. No Option shall be granted hereunder to any Employee if,
         within the calendar year in which such Option first becomes
         exercisable, such Option (together with any other options that first
         become exercisable in such year that have been granted to the Employee
         under the Plan or any other qualified employee stock purchase plan
         maintained by the Company) would provide the Employee with the right in
         such year to purchase Shares having a Fair Market Value (determined on
         the Offering Commencement Date applicable to each such Option) in
         excess of $25,000.

                  (iii)    OTHER EMPLOYEES. The Committee may from time to time
         deem ineligible for participation hereunder any class or group of
         Employees, so long as the exclusion of such class or group from
         participation does not jeopardize the qualification of the Plan under
         Code Section 423 or violate other applicable law.

         3.3      ELECTION TO PARTICIPATE

         A.       PAYROLL DEDUCTION AUTHORIZATION FORM. An Eligible Employee may
         elect to participate in the Plan by filing a properly completed
         authorization form, or such other authorization as the Plan
         Administrator shall require, with the party designated by the Plan
         Administrator no later than ten (10) business days before the Offering
         Commencement Date. Such form shall authorize automatic payroll
         deductions from a Participant's Compensation for each pay period
         commencing on the Offering Commencement Date next succeeding receipt of
         the timely filed authorization form by the designated party (or such
         other date as may be designated by the Plan Administrator), and
         continuing until (i) the Participant changes the amount of such payroll
         deductions pursuant to Section 3.3(C), (ii) the Participant becomes an
         ineligible Employee or withdraws from participation in the Plan
         pursuant to Article III, (iii) the Plan is


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         suspended or terminated pursuant to Section 7.11, or (iv) the Committee
         otherwise determines.

         B.       AMOUNT OF PAYROLL DEDUCTIONS; CALENDAR YEAR LIMIT. The payroll
         deductions authorized by the Participant shall be in whole percentages,
         not less than 1% and not more than 10% of Compensation, for each pay
         period, in effect on the date the payroll deductions to which the
         authorization form relates are made. Purchases under the Plan will be
         limited to the lesser of (i) $10,000 of the Fair Market Value of Shares
         (determined as of the Offering Commencement Date), or (ii) six hundred
         (600) Shares for each calendar year (or at such other limit as
         determined by the Committee).

         C.       CHANGES IN PAYROLL DEDUCTIONS. Subject to Section 3.3(B), a
         Participant may increase or decrease the amount of payroll deductions
         previously authorized by filing a properly completed change form, or
         such other authorization as the Plan Administrator shall require, with
         the party and by the date designated by the Plan Administrator. Such
         change shall be made in whole percentages of Compensation, and shall be
         effective beginning on the Offering Commencement Date next succeeding
         the receipt of the timely filed change form by the designated party (or
         such other date as may be designated by the Plan Administrator).

         D.       PARTICIPANT'S ACCOUNT. The Company shall cause to be
         maintained payroll deduction Accounts for all Participants. Payroll
         deductions made from a Participant's Compensation shall be credited to
         the Participant's Account, and shall be applied for the purchase of
         Shares pursuant to Article IV. No interest shall be paid or allowed on
         any payroll deductions credited to a Participant's Account.

         3.4      WITHDRAWAL FROM PARTICIPATION

         A.       IN GENERAL. A Participant may withdraw from participation in
         the Plan at any time up to ten (10) business days prior to the Offering
         Termination Date by filing a properly completed withdrawal form, or
         such other authorization as the Plan Administrator shall require, with
         the party and by the date designated by the Plan Administrator. As soon
         as practicable after receipt of the timely filed withdrawal form by the
         designated party, (i) all payroll deductions then credited to the
         Participant's Account which have not already been applied for the
         purchase of Shares hereunder shall be paid to the Participant, and (ii)
         no further payroll deductions shall be made from the Participant's
         Compensation and no Options shall be granted to the Participant during
         any Offering commencing thereafter, unless the Participant elects again
         to participate in the Plan pursuant to Section 3.3. Partial withdrawals
         from participation shall not be permitted.

         B.       TERMINATION OF EMPLOYMENT.

                  (i)      If a Participant ceases to be an Employee for any
         reason other than death or retirement, on or before the last working
         day preceding the 10th day prior to any Offering Termination Date, the
         Participant shall be deemed to have filed a withdrawal


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         form in accordance with Section 3.4(A) on the date such Participant
         ceases to be an Employee. If the Participant ceases to be an Employee
         after such last working day, the Participant shall be deemed to have
         (x) exercised any outstanding Options in accordance with Article IV,
         and (y) immediately thereafter filed a withdrawal form in accordance
         with Section 3.4(A). The deemed filing of a withdrawal form pursuant to
         this Section shall have the same consequences as would the actual
         filing of a withdrawal form pursuant to Section 3.4(A). Shares in the
         Account of a Participant who experiences a termination of employment
         under the circumstances described in this Section 3.4(B) (i) will
         continue to be subject to the twelve (12)-month restriction period as
         discussed in Section 4.2(B) (iv).

                  (ii)     In the event of the retirement or death of a
         Participant, prior to an Offering Termination Date, the Participant or
         his personal representative shall receive the Shares to which the
         Participant would have been entitled to receive as a result of such
         Participant's payroll deductions, for the current Offering up to the
         time of retirement or death. Shares in the Account of a Participant who
         experiences a termination of employment described in this Section
         3.4(B) (ii) will not be subject to the twelve-month restriction period
         described in Section 4.2(B) (iv).

                                   ARTICLE IV
                        GRANTING AND EXERCISE OF OPTIONS

         4.1      GRANTING OF OPTIONS

         A.       QUARTERLY OFFERINGS. The Plan shall be implemented by
         Offerings to Participants of Options to purchase Shares. Offerings
         shall be made each calendar quarter. Each Offering shall commence on
         the Offering Commencement Date and shall terminate on the Offering
         Termination Date. The first Offering Commencement Date shall be the
         Effective Date of the Plan as provided in Section 7.8. Offerings shall
         continue to be made under the Plan until the later of (i) the date the
         maximum number of Shares identified in Article V has been purchased
         pursuant to Options granted hereunder, or (ii) the Plan is terminated
         or suspended pursuant to Section 7.11. The Committee shall have the
         power to change the duration of Offerings (including the commencement
         dates thereof) with respect to future Offerings, without shareholder
         approval, if such change is announced at least two (2) days prior to
         the scheduled beginning of the first Offering to be affected
         thereafter.

         B.       GRANTING OF OPTIONS. On the Offering Commencement Date for
         each Offering period, a Participant automatically shall be granted a
         separate Option to purchase for the applicable Exercise Price a maximum
         number of Shares equal to the accumulated payroll deductions credited
         to the Participant's Account as of the Offering Termination Date for
         such period, divided by 85% of the lesser of (i) the Fair Market Value
         of the Shares on the Offering Commencement Date, or (ii) the Fair
         Market Value of the Shares on the Offering Termination Date.


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         C.       EXERCISE PRICE. The Exercise Price for Options granted
         hereunder shall be set by the Committee, provided, however, that the
         Exercise price shall not be less than 85% of the lesser of (i) the Fair
         Market Value of the Shares on the Offering Commencement Date, or (ii)
         the Fair Market Value of the Shares on the Offering Termination Date.
         Unless otherwise provided by the Committee prior to the commencement of
         an Offering, the Exercise Price for that Offering shall be 85% of the
         lesser of (i) the Fair Market Value of the Shares on the Offering
         Commencement Date, or (ii) the Fair Market Value of the Shares on the
         Offering Termination Date.

         4.2      EXERCISE OF OPTIONS

         A.       AUTOMATIC EXERCISE. Except as otherwise provided in the Plan
         or determined by the Committee, an Option granted to a Participant
         hereunder shall be deemed to have been exercised automatically on the
         Offering Termination Date applicable to such Option. Such exercise
         shall be for the purchase, on or as soon as practicable after the
         Offering Termination Date, of the number of full and/or fractional
         Shares that the accumulated payroll deductions credited to the
         Participant's Account as of the Offering Termination Date will purchase
         at the applicable Exercise Price (but not in excess of the number of
         Shares for which an Option has been granted to the Participant pursuant
         to Section 4.1). The Participant's Account shall be charged for the
         amount of the purchase, and the Participant's ownership of the Shares
         purchased shall be appropriately evidenced on the books of the Company.

         B.       RESTRICTIONS ON EXERCISE OF OPTIONS

                  (i)      EXERCISE OF OPTIONS. As required by Code Section 423,
         any Option granted hereunder shall in no event be exercisable after the
         expiration of twenty-seven (27) months following the Offering
         Commencement Date applicable thereto.

                  (ii)     EXERCISE BY THE PARTICIPANT ONLY. During the
         Participant's lifetime, any Option granted to the Participant shall be
         exercisable only by such Participant.

                  (iii)    OTHER RESTRICTIONS. Under no circumstances shall any
         Option be exercised, nor shall any Shares be issued hereunder, until
         such time as the Company shall have complied with all applicable
         requirements of (a) the Act, (b) all applicable listing requirements of
         any securities exchange on which the Shares are listed, and (c) all
         other applicable requirements of law or regulation.

                  (iv)     HOLDING PERIOD. Shares purchased pursuant to this
         Plan may not be sold, assigned, transferred, pledged, exchanged,
         encumbered or otherwise disposed of in any way (other than by will or
         the laws of descent or distribution) during the applicable Holding
         Period, except in the event of Death or Disability as discussed in
         Section 3.4(B); provided, however, that the Committee, in its
         discretion, may shorten the Holding Period or otherwise provide for the
         lapse of any restrictions outstanding on any Shares. All


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         certificates issued to Participants following each Offering Termination
         Date shall bear a legend in substantially the following form:

                  The shares represented by this certificate may not be sold,
         assigned, transferred, pledged, exchanged, encumbered or otherwise
         disposed of in any way (other than by will or the laws of descent and
         distribution) for a period commencing on [insert applicable Purchase
         Date] and ending one (1) year thereafter (the "Holding Period");
         provided, however, that the committee administering the Allied
         Holdings, Inc. 1999 Employee Stock Purchase Plan, in its discretion,
         may shorten the Holding Period or otherwise provide for the lapse of
         any restrictions outstanding on any such shares.

         C.       ISSUANCE OF CERTIFICATES. Certificates with respect to Shares
         purchased hereunder shall be issued to the Participant upon request by
         the Participant to the Transfer Agent. The Transfer Agent shall issue
         and deliver such certificates as soon as practicable after receipt of
         such a request. The Participant shall pay any fees charged by the
         Transfer Agent for its services. The Company shall not be required to
         issue any certificates for fractional Shares. If a Participant requests
         certificates for Shares for the purpose of disposing of all of the
         Participant's Shares, the Company shall pay to the Participant cash in
         lieu of any fractional Shares, based on the Fair Market Value of such
         fractional Shares as of the date of the issuance of such certificates.

         D.       REGISTRATION OF CERTIFICATES. Certificates shall be registered
         only in the name of the Participant or the Participant and his or her
         spouse.

         E.       RIGHTS AS A SHAREHOLDER. The Participant shall have no rights
         or privileges of a shareholder of the Company with respect to Options
         granted or Shares purchased hereunder, unless and until such Shares
         shall have been appropriately evidenced on the books of the Company.

                                    ARTICLE V
                                      STOCK

         5.1      MAXIMUM SHARES. The maximum aggregate number of Shares which
may be purchased under the Plan shall be 1,050,000, subject to adjustment upon
certain corporate changes as provided in Section 5.2. If the total number of
Shares for which Options are exercised on any Offering Termination Date exceeds
such maximum number, the Committee shall make a pro rata allocation of the
Shares available for purchase in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the Account of each Participant shall, to the
extent not applied for the purchase of Shares, be refunded to the Participants
as soon as practicable thereafter.

         5.2      ADJUSTMENT UPON CORPORATE CHANGES. In the event of any stock
dividend, stock split, recapitalization (including, without limitation, the
payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to shareholders (other than ordinary cash
dividends), exchange of Shares, or other similar corporate change with respect
to the Company, the Committee (i) shall determine the kind of Shares that


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may be purchased under the Plan after such event, and (ii) may, in its
discretion, adjust the aggregate number of Shares available for purchase under
the Plan or subject to outstanding Options and the respective Exercise Prices
applicable to outstanding Options. Any adjustment made by the Committee pursuant
to the preceding sentence shall be conclusive and binding on the Company and all
Employees.

                                   ARTICLE VI
                                 ADMINISTRATION

         6.1      APPOINTMENT OF COMMITTEE. Except as otherwise delegated by the
Committee pursuant to this Article VI, (i) the Plan shall be administered by the
Committee, (ii) the Committee shall have full authority to administer and
interpret the Plan in any manner it deems appropriate in its sole discretion,
and (iii) the determinations of the Committee shall be binding on and conclusive
as to all parties.

         6.2      DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except
as otherwise provided in the Plan, required by applicable law, or determined by
the Committee, (i) the Plan Administrator shall be responsible for the
performance of such administrative duties under the Plan not otherwise reserved
to the Committee, (ii) the Plan Administrator shall have full authority to
administer and interpret the Plan in any manner it deems appropriate in its sole
discretion, and (iii) the determinations of the Plan Administrator shall be
binding on and conclusive as to all parties.

         6.3      COMPLIANCE WITH APPLICABLE LAW. The Plan shall not be
interpreted or administered in any way that would cause the Plan to be in
violation of Code Section 423 or other applicable law.

         6.4      EXPENSES. The Company shall pay all expenses related to the
administration of the Plan, except charges imposed by the Transfer Agent for
issuing certificates for Shares, sales charges and commissions applicable to
Shares, charges for back records and research performed at the request of the
Participant, and such other expenses as may be designated by the Committee. The
Participant shall pay all expenses related to administration of the Plan that
are not paid for by the Company.

                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1      NO EMPLOYMENT RIGHTS. The Plan shall not, directly or
indirectly, create in any Employee or class of Employees any right with respect
to continuation of employment with the Company. The Plan shall not interfere in
any way with the Company's right to terminate, or otherwise modify, an
Employee's employment at any time.

         7.2      RIGHTS NOT TRANSFERABLE. Any rights of the Participant under
the Plan shall not be transferred other than (i) by will, (ii) by the laws of
descent or distribution, or (iii) pursuant to a qualified domestic relations
order, as defined in the Code.


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         7.3      WITHHOLDING. The Committee shall have the right to make such
provisions as it deems appropriate to satisfy any obligation of the Company to
withhold federal, state or local income or other taxes incurred by reason of the
operation of the Plan.

         7.4      DELIVERY OF SHARES TO ESTATE UPON DEATH. In the event of the
death of a Participant, any Shares purchased by the Participant hereunder, other
than Shares as to which the Participant previously received certificates, shall
be issued and delivered to the estate of the Participant as soon as practical
thereafter.

         7.5      EFFECT OF PLAN. The provisions of the Plan shall be binding
upon, and inure to the benefit of, all successors of each Participant, including
without limitation the Participant's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Participant.

         7.6      USE OF FUNDS. All funds received or held by the Company
pursuant to the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such funds from its general
assets.

         7.7      PLAN SHARE PURCHASES. Shares subject to purchase by
Participants under the Plan shall, in the discretion of the Committee, be made
available from treasury Shares, authorized but unissued Shares, reacquired
Shares, and/or Shares purchased on the open market.

         7.8      EFFECTIVE DATE. The Plan shall be effective on the first
business day of the calendar quarter occurring on or after the later of (i)
February 1, 1999, (ii) the effective date of the Form S-8 Registration Statement
covering Shares authorized for purchase under the Plan, or (iii) such other date
as may be designated by the Committee. The Plan shall remain in effect for a
term of ten (10) years thereafter, unless sooner terminated pursuant to Section
7.10.

         7.9      AMENDMENTS TO THE PLAN. The Committee may from time to time
make amendments to the Plan that it deems advisable and consistent with the
purposes of the Plan and applicable law. Notwithstanding the foregoing, no
amendment that would (i) effect an increase in the number of Shares which may be
purchased under the Plan, which increase is of a type that would require
shareholder approval under Code Section 423, or (ii) effect a change in the
designation of the corporations whose Employees may be offered Options under the
Plan, which change is of a type that would require shareholder approval under
Code Section 423, shall become effective unless the shareholder approval
required by Code Section 423 is obtained.

         7.10     TERMINATION OR SUSPENSION OF THE PLAN. The Committee shall
have the power at any time to terminate or suspend the Plan and all rights of
Employees under the Plan.

         7.11     GOVERNING LAW. The laws of the State of Georgia shall govern
all matters relating to the Plan, except to the extent such laws are superseded
by the laws of the United States.


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         7.12     MERGER CLAUSE. The terms of the Plan are wholly set forth in
this document, including certain standards of certain other plans which are to
be applied to an Employee for purposes of the Plan to the extent provided
herein, regardless of whether such Employee is covered under such plans. This
Section shall in no way limit the authority of the Committee and the Plan
Administrator to administer the Plan as provided herein.


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