Exhibit 10.2





                    SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE


This agreement is entered into as of April 1, 2005 (the "Employment Date")
between Asbury Automotive Group, Inc. ("Asbury") and Charlie Tomm ("Executive"),
a key employee of Asbury, in order to provide for an agreed-upon compensation in
the event that 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, except as provided herein, Asbury will
     pay Executive Severance Pay based upon Executive's base salary as of the
     date of Termination, as calculated below. 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. The amount
     of Executive's Severance Pay will at no time be less than 18 months or
     greater than 36 months of Executive's base salary. If Executive's
     employment were terminated in the first month following the Employment
     Date, Executive would be eligible for 36 months of Severance Pay. Following
     the first month after the Employment Date and each successive month of
     employment that Executive completes, up to 18, one month of severance pay
     eligibility will be removed. For example, after 6 completed months of
     employment, Executive would be eligible for 30 months of Severance Pay.
     After 18 months of employment, and for the duration of Executive's
     employment with Asbury, Executive will be eligible for 18 months of
     Severance Pay. For purposes of calculating Severance Pay eligibility, time
     spent by Executive on any type of approved or required leave of absence,
     vacation or holiday will count towards completed months of employment
     determinations.

     If Executive participates in a bonus compensation plan at the date of
     Termination, Severance Pay will also include a bonus payment in an amount
     equal to the bonus earned but not already paid for the year of Termination
     prorated 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 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. Executive agrees to notify Asbury promptly upon obtaining
     such other employment. At the option of Executive, COBRA coverage will be
     available, as provided by company policy, at the termination of the
     extended benefits provided above.

     However, nothing herein shall be construed to provide Executive Severance
     Pay eligibility should Executive be found to have engaged in conduct that
     would qualify as "cause" for termination, as that term is defined in
     Section 2 below, even if the conduct was discovered by the Company after
     Executive's "termination" and the commencement of Severance Pay. If such
     "cause" is found after any amount of Severance Pay has already been





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     remitted to Executive, Executive agrees and understands that the Company
     expressly reserves the right to stop any future payments, and recover any
     amounts already paid.

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) Asbury's reduction of Executive's base salary. The
     definition of "cause" is: (a) Executive's gross negligence or serious
     misconduct (including, without limitation, any criminal, fraudulent or
     dishonest conduct) that is injurious to Asbury or any of its affiliates; or
     (b) Executive being convicted of, or entering a plea of nolo contendere to,
     any crime that constitutes a felony or involves moral turpitude; or (c)
     Executive's material breach of Sections 3, 4 or 5 below; or (d) Executive's
     willful and continued failure to substantially perform Executive's duties
     with Asbury; (e) Executive's material breach of a material written policy
     of Asbury; or (f) Executive's acceptance of compensation from any source
     and in any form, other than that specifically provided for by this
     Agreement, related in any way to Executive's position with the Company. The
     definition of "disability" is a physical or mental disability or infirmity
     that prevents the performance by Executive of his duties lasting (or likely
     to last, based on competent medical evidence presented to Asbury) for a
     continuous period of six months or longer.

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
     Executive's employment terminates for any reason, Executive will deliver to
     Asbury on or before the date of termination 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 to cease
     payments and benefits that would otherwise be made pursuant to Section 1
     above, as well as to 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 12 months
     preceding such last day of Executive's employment, 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 to cease payments and benefits that would
     otherwise be made pursuant to Section 1 above, as well as to obtain


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     injunctive relief and damages which may include recovery of amounts paid to
     Executive under this agreement.

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").

     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 any business competing with Asbury that is located or does
     business within 50 miles of any Asbury location where Executive had
     supervisory responsibility while employed by Asbury. 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 cease payments and
     benefits that would otherwise be made pursuant to Section 1 above, as well
     as 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

     Executive and Asbury acknowledge and agree that Executive is an "at will"
     employee, which means that either 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 Executive's employment or termination, including, but
     not limited to, any claim of discrimination, harassment or wrongful
     discharge under local, state or federal law.

     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 transfer of Executive from Asbury to any of its affiliates shall not be
     deemed to be a Termination pursuant to clause (1) of Section 2 of this
     agreement until such time as Executive is no longer employed by Asbury or
     any of its affiliates. If Executive is transferred to an affiliate of
     Asbury, references to "Asbury" herein shall be deemed to include the
     applicable affiliate to which Executive is transferred.

     Any controversy or claim arising out of or relating to Executive's
     employment with the Company, the termination of Executive's employment,
     this Agreement, or the breach thereof, shall be finally settled by binding
     arbitration in accordance with the Federal Arbitration Act before an
     arbitrator (who shall be an attorney with at least ten years' experience in
     employment law) mutually-agreed to by the parties, in or near the city
     where Executive resides. The arbitrator will be bound to follow the
     substantive law governing the claims pled in the jurisdiction in which the
     claims arise, and shall apply the federal rules of procedure and evidence
     applicable to disputes resolved by a bench trial in a United States
     District Court. Executive and the Company agree that any judgment upon any
     award rendered by the arbitrators may be entered in any court having
     jurisdiction thereof.

     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.

     All notices and other communications required or permitted under this
     agreement shall be in writing (including a facsimile or similar writing)
     and shall be deemed given when (1) delivered personally, (2) sent by
     certified or registered mail, postage prepaid, return receipt requested or
     delivered by overnight courier (provided that a written acknowledgment of
     receipt is obtained by the overnight courier) to the party concerned at the
     address indicated below or to such changed address as such party may
     subsequently give such notice of or (3) if given by facsimile, at the time
     transmitted to the respective facsimile numbers set forth below, or to such
     other facsimile number as either party may have furnished to the other in
     writing in accordance herewith, and the appropriate confirmation received
     (or, if such time is not during a business day, at the beginning of the
     next such business day); provided, however, that notice of change of
     address shall be effective only upon receipt:

     If to Asbury:   Asbury Automotive Group, Inc.
                     c/o General Counsel
                     622 Third Avenue
                     37th Floor
                     New York, NY 10017
                     Facsimile:  (212) 297-2653

     If to Executive:  To the most recent address and facsimile  number,  if
     applicable, of Executive set forth in the personnel records of Asbury.

     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 Florida.



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     All payments hereunder shall be subject to any required withholding of
     federal, state, local and foreign taxes pursuant to any applicable law or
     regulation.

     No provision of this agreement shall be waived unless the waiver is agreed
     to in writing and signed by Executive and the Chief Executive Officer of
     Asbury. No waiver by either party of any breach of, or of compliance with,
     any condition or provision of this agreement by the other party shall be
     considered a waiver of any other condition or provision or of the same
     condition or provision at another time.

     This agreement may be executed in one or more counterparts, each of which
     shall be deemed to be an original but all of which together will constitute
     one and the same instrument.

     AGREED TO ON JUNE 10, 2005, EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE:


         BY EXECUTIVE                    BY ASBURY AUTOMOTIVE
                                            GROUP, INC.



         /s/  Charlie Tomm               /s/ Kenneth B. Gilman
                                         President and Chief Executive Officer
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