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[FORM OF BONUS RETENTION AGREEMENT]

February 14, 2003

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|Dear: |  |  |  | 

This is to confirm the terms of our agreement with respect to the bonus to be
paid to you by Allied Holdings, Inc. (Company), which shall be paid in
connection with the Bonus Plan of the Company and upon the terms set forth in
this letter agreement.

Subject to the terms contained in this letter agreement, the Company shall pay
to you an amount equal to $     1 constituting a bonus for fiscal 2002, and you
agree to release the Company and its affiliates from any claims that you may
have against them relating to the Bonus Plan or otherwise relating to a bonus
for fiscal 2002.

You agree and acknowledge that in order to become eligible and to receive such
bonus for fiscal 2002, (1) you will not voluntarily terminate your employment
with the Company on or before December 31, 2003, and (2) you will take a
one-week non-paid furlough on or before June 1, 2003.

In recognition of the Companys need to protect its legitimate business
interests, you hereby agree that you will regard and treat the existence of the
bonus being paid to you in accordance with this letter agreement, the amount of
such bonus, and the terms of this letter agreement as strictly confidential and
wholly owned by the Company and that you will not distribute, disclose,
reproduce or otherwise communicate any such items of information to any person
or entity for any purpose, other than as required by law.

This letter agreement shall not supersede, modify or amend any other agreement
between the Company and you, including, without limitation, any employment
agreement or confidentiality agreement that may exist between the Company and
you.

If the foregoing is in accordance with your agreement, please execute this
letter and return it to me.

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|------------------------------------------------------- |  | 
|Sincerely,                                              |  | 
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|/s/ Daniel H. Popky                                     |  | 
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|Daniel H. Popky
SVP, Finance/CFO                        |  | 
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|Accepted and agreed to this      day of February, 2003: |  | 
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|Employee                                                |  | 



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|1 |  | Schedule of bonus attached hereto.
|- |  | ----------------------------------





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Schedule of Bonus Amounts for Named Executive Officers

|                  |  |              |         | 
|----------------- |  | ------------ | ------- | 
|Executive Officer |  | Bonus Amount
|                  |  |             
|Hugh Sawyer       |  | $            | 550,000 | 
|Bob Rutland       |  | $            | 307,650 | 
|Daniel Popky      |  | $            | 185,000 | 
|Thomas Duffy      |  | $            | 185,000 | 
|David Rawden      |  | $            | 164,340 |