ALLIED HOLDINGS INC
EX-10.12(A) EMPLOYMENT AGREEMENT/ DAVID RAWDEN
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<TYPE>EX-10.12(A)
<SEQUENCE>4
<FILENAME>g89264exv10w12xay.txt
<DESCRIPTION>EX-10.12(A) EMPLOYMENT AGREEMENT/ DAVID RAWDEN
<TEXT>
<PAGE>
                                                                EXHIBIT 10.12(a)
                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         THIS SECOND AMENDMENT to Employment Agreement (the "Amendment") is made
and entered into as of the 13th day of February, 2004, by and between Hugh E.
Sawyer ("Employee") and Allied Holdings, Inc. ("Employer").

                              W I T N E S S E T H:

         WHEREAS, Employer and Employee entered into that certain Employment
Agreement dated as of June 18, 2001, as amended by that certain First Amendment
to Employment Agreement dated as of December 22, 2001 (collectively, the
"Employment Agreement"); and

         WHEREAS, the parties desire to amend the Employment Agreement as set
forth herein;

         NOW, THEREFORE, for and in consideration of the covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Employer and Employee
hereby mutually agree as follows:

         1.       Effective as of January 1, 2004, the Employment Agreement
shall be amended by the deletion of the current Section 4(a) and the inclusion
of the following new Section 4(a):

         "4.      BASE SALARY.

                  (a)      For and in consideration of the services to be
                           rendered by Employee pursuant to this Agreement,
                           Employer shall pay to Employee, for each year during
                           the Term, an annual salary of not less than SEVEN
                           HUNDRED THOUSAND Dollars ($700,000), adjusted as
                           provided in subparagraph (b) below (the "Base
                           Salary"), in equal semi-monthly installments in
                           accordance with Employer's payroll practices.
                           Employee's salary shall be reviewed by the Board of
                           Directors of Employer annually (on each anniversary
                           of the date hereof) and, in the sole discretion of
                           the Board of Directors, may be increased, but not
                           decreased."

         2.       All provisions of the Employment Agreement which have not been
amended by this Amendment shall remain in full force and effect. Notwithstanding
the foregoing, to the extent there is any inconsistency between the provisions
of the Employment Agreement and the provisions of this Amendment, the provisions
of this Amendment shall control.


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         3.       Each of the parties hereto will, from time to time, and at all
times hereafter, upon every reasonable request to do so by any other party,
make, do, execute and deliver, or cause to be made done, executed and delivered,
all such further acts, deeds, assurances and things as may be reasonably
required or necessary in order to further implement and carry out the terms and
purpose of this Amendment.

         4.       This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute the same agreement, document, or instrument. Any signature page of
any such counterpart, or any electronic facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed counterpart of
such agreement, document or instrument, and any telecopy or other facsimile
transmission of any signature shall be deemed an original and shall bind such
party.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed on its behalf, all as of the day and year first
written above.


                                    "Employer"


                                    ALLIED HOLDINGS, INC.



                                    By:      /s/ Thomas M. Duffy
                                       ----------------------------------------


                                    "Employee"



                                    /s/ Hugh E. Sawyer
                                    -------------------------------------------
                                    HUGH E. SAWYER

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