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                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT executed as of March 3, 2003 by and between
CENTRAL PARKING CORPORATION, a Tennessee corporation (the "Company"), and
WILLIAM J. VARESCHI, JR., an individual residing in Nashville, Tennessee (the
"Executive").

         IN CONSIDERATION of the mutual covenants contained in this Agreement,
the parties hereby agree as follows:

                                  SECTION I
                                  EMPLOYMENT

         Executive is currently employed by the Company. The Company desires to
continue to employ the Executive, and the Executive agrees to continue to be
employed by the Company upon the terms and conditions provided in the Agreement.

                                  SECTION II
                        POSITION AND RESPONSIBILITIES

         During the Period of Employment (as such term is defined herein below),
the Executive agrees to serve as Chief Executive Officer and Vice Chairman of
the Board of Directors of the Company, and to be responsible for the typical
management responsibilities expected of an officer holding such position(s) and
such other responsibilities as may be assigned to Executive from time to time by
the Board of Directors of the Company (in each case consistent with past
practice).

                                 SECTION III
                               TERMS AND DUTIES

         A.       Period of Employment.

         The period of Executive's employment under this Agreement will commence
as of the date of this Agreement and shall continue through March 31, 2004
("Initial Term"), subject to extension or termination as provided in this
Agreement ("Period of Employment"). On each anniversary of the commencement of
the Period of Employment, the period of Executive's employment shall be
automatically extended for additional one (1) year periods, unless either party
gives notice thirty (30) days in advance of such anniversary date of such
party's intent not to extend the Period of Employment.

         B.       Duties.

         During the Period of Employment, the Executive shall devote
substantially all of his business time, attention and skill to the business and
affairs of the Company. The Executive will perform faithfully the duties which
may be assigned to him from time to time by the Board of Directors of the
Company, consistent with Section II above.

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                                   SECTION IV
                             COMPENSATION; BENEFITS

         For all services rendered by the Executive in any capacity during the
Period of Employment, the Executive shall be compensated as follows:

         A.       Base Salary. The Company shall pay the Executive an annual
base salary ("Base Salary") in the amount of Six Hundred Thousand Dollars
($600,000). The Base Salary shall be payable according to the customary payroll
practices of the Company, but in no event less frequently than once each month.
The Base Salary shall be reviewed each fiscal year and shall be subject to
increase according to the policies and practices adopted by the Company from
time to time. For the purposes of this Agreement, "Base Salary" shall mean the
amount set above and, to the extent it is subsequently increased, such increased
amount.

         B.       Annual Incentive Award. The Company will pay an annual
incentive compensation award or bonus ("Annual Incentive Award") to the
Executive in accordance with the Company's bonus plan or program providing
benefits substantially similar to bonus plans as may be adopted from time to
time by the Company.

         C.       Additional Benefits. The Executive will be entitled to
participate in all employee benefit plans or programs and receive all benefits
and perquisites for which senior executives of the Company are eligible under
any existing or future plan or program established by the Company for senior
executives. The Executive will participate to the extent permissible under the
terms and provisions of such plans or programs in accordance with program
provisions. These may include, among others, group hospitalization, health,
dental care, vision, life or other insurance plans, auto allowance, profit
sharing plans, 401(k) plans or other retirement plans, sick leave plans, travel
or accident insurance, disability insurance, stock purchase programs and stock
option or other long-term incentive plans. Nothing in this Agreement will
preclude the Company from amending or terminating any of the plans or programs
applicable to salaried or senior executives as long as such amendment or
termination is applicable to all salaried employees or senior executives. The
Executive will be entitled to annual paid vacation as established by the Board
of Directors of the Company and consistent with past practices.

                                  SECTION V
                                   BUSINESS

         The Company will reimburse the Executive for all reasonable travel,
accommodations and other expenses incurred by the Executive in connection with
the performance of his duties and obligations under this Agreement.

                                  SECTION VI
                                  DISABILITY

         A.       In the event the Executive becomes disabled during the Period
of Employment to an extent which entitles him to benefits under the Company's
long-term disability benefit plan


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applicable to senior executive officers generally as in effect from time to
time, Executive's employment shall terminate automatically and Executive shall
be entitled to receive amounts payable pursuant to the terms of a long-term
disability insurance policy or similar arrangement which the Company maintains
during the Period of Employment. In this case, normal compensation will cease
except for (i) earned but unpaid Base Salary,(ii) the greater of (a) the target
Annual Incentive Award, or (b) the Annual Incentive Award actually earned, and
(iii) any other earned but unpaid incentive plan awards, all payable on a
prorated basis for the year in which the disability occurred.

         B.       During the period the Executive is receiving payments of
either regular compensation or disability insurance described in this Agreement
and as long as he is physically and mentally able to do so, the Executive will
furnish information and assistance to the Company and from time to time will
make himself available to the Company to undertake assignments consistent with
his prior position with the Company and his physical and mental health. If the
Company fails to make a payment or provide a benefit required as part of the
Agreement, the Executive's obligation to fulfill information and assistance will
end.

         C.       The term "disability" will have the same meaning as under any
long-term disability insurance provided pursuant to this Agreement or otherwise.

                                  SECTION VII
                                      DEATH

         In the event of the death of the Executive during the Period of
Employment, the Company's obligation to make Base Salary and bonus payments
under this Agreement shall cease as of the date of death, except for: (i) earned
but unpaid Base Salary, (ii) the greater of (a) the target Annual Incentive
Award, or (b) the Annual Incentive Award actually earned, and (iii) any other
earned but unpaid incentive plan awards, all payable on a prorated basis for the
year in which the Executive's death occurred.

                                  SECTION VIII
                TERMINATION; EFFECT OF TERMINATION OF EMPLOYMENT

         A.       If the Executive's employment terminates due to a Without
Cause Termination (as such term is defined later in this Agreement), the Company
shall continue to pay to the Executive upon such termination for twenty four
(24) months, on the first day of each month, the sum of (i) his monthly Base
Salary, plus (ii) an amount equal to one-twelfth (1/12) of lesser of (a) the
three year average (or, to the extent Executive has not been employed for three
full fiscal years, the average of the actually completed fiscal years) of Annual
Incentive Awards that Executive received during the Company's immediately
preceding three fiscal years, or (b) the target Annual Incentive Award for the
fiscal year in which the termination occurs, though in no case shall the total
Base Salary and bonus paid to Executive equal less than one hundred twenty-five
per cent (125%) of Executive's Base Salary. Earned but unpaid Base Salary and
unreimbursed expenses and unpaid Annual Incentive Award through the date of
termination will also be paid in a lump sum within thirty (30) days of such the
termination. In addition, the Company shall continue to provide for a period of
twenty four (24) months all welfare benefits customarily provided to Company
executives, including group hospitalization, healthcare insurance, dental care,
vision, life insurance and disability insurance ("Welfare Benefits") and shall
provide outplacement assistance of up to $25,000.


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         B.       If the Executive's employment terminates due to a Termination
for Cause any earned but unpaid Base Salary and unreimbursed expenses through
the date of termination will be paid in a lump sum to Executive. No other
payments will be made by the Company.

         C.       If the Executive's employment terminates due to a voluntary
termination by Executive (but not Constructive Discharge) any earned but unpaid
Base Salary and unreimbursed expenses through the date of termination, earned
but unpaid Annual Incentive Award through the date of termination, and any other
incentive plan awards earned will all be paid in a lump sum to Executive and
shall be paid within thirty days of the termination. No other payments will be
made by the Company.

         D.       Upon termination of the Executive's employment, the Period of
Employment will cease as of the date of the termination and all benefits other
than as specifically provided herein or in other agreements between the
Executive and the Company, shall terminate on such date.

         E.       The Company may terminate the Executive by complying with
either the "Termination for Cause" or "Without Cause Termination" as defined
below. Executive may terminate this Agreement at any time by providing thirty
(30) days prior written notice to the Company of a voluntary termination, a
termination in accordance with Section XI herein, or a "Constructive Discharge"
as defined below:

                  1.       A "Termination for Cause" means termination of the
Executive's employment by the Company, acting in good faith, by written notice
to the Executive specifying the events relied upon, as a result of (a)
Executive's embezzlement, intentional mishandling of Company funds, or theft or
fraud with respect to the business or affairs of the Company, (b) Executive's
conviction of a felony or other crime involving moral turpitude which adversely
affects the Executive's job-related responsibilities, (c) a violation by
Executive of the covenants set forth in Section IX of this Agreement, or (d)
following written notice by the Company, the Executive's deliberate and willful
continuing refusal to substantially perform the duties and obligations of his
position. The Company must provide such notice thirty (30) days prior to
termination. For purposes of this definition, no act, or failure to act, on the
Executive's part will be considered "willful" unless it is done, or omitted to
be done, by the Executive in bad faith and without reasonable belief that the
Executive's action or omission was in the best interest of the Company.

                  2.       A "Without Cause Termination" means (i) a termination
of the Executive's employment by the Company other than a Termination for Cause
or other than a termination due to death or disability; (ii) a Constructive
Discharge; or (iii) the failure of the Company to renew this Agreement under
Section IIIA.

                  3.       A "Constructive Discharge" means termination of the
Executive's employment by the Executive due to a failure of the Company to
fulfill its obligations under this Agreement in any material respect, including
without limitation (i) any reduction of the Executive's Base Salary or any
reduction in Executive's Annual Incentive Award target or any other Company
incentive plan target (except that the target may be reduced up to twenty-five
per cent if it is reduced by the same percentage for all other similarly
situated executive officers), (ii) a substantial reduction of benefits (other
than a reduction in benefits applicable to all employees), or (iii) the
reduction in the title, authority, and/or duties of the Executive or the failure
of Executive to be elected or continue as


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a Director, other than isolated, insubstantial or inadvertent action that is
remedied by the Company following written notice by the Executive. The Executive
will provide the Company a written notice which describes the circumstances
being relied on for the termination with respect to the Agreement within thirty
(30) days after the event giving rise to the notice. The Company will have
thirty (30) days to remedy the situation prior to the termination for
Constructive Discharge.

                  F.       Executive shall not be required to offset against
amounts due from the Company under this Section for any salary, bonus or other
benefits (other than the Welfare Benefits) received by Executive from a
third-party, and Executive shall be under no duty to mitigate by seeking or
accepting another position.

                                   SECTION IX
                      OTHER DUTIES OF THE EXECUTIVE DURING
                       AND AFTER THE PERIOD OF EMPLOYMENT

         A.       The Executive will, with reasonable notice during or after the
Period of Employment, furnish information as is in his possession and cooperate
with the Company as may reasonably be requested in connection with any claims or
legal actions in which the Company is or may become a party.

         B.       The Executive recognizes and acknowledges that all proprietary
information pertaining to the affairs, business, clients, customers or other
relationships of the Company, as hereinafter defined, is confidential and is a
unique and valuable asset of the Company. Access to and knowledge of this
proprietary information are essential to the performance of the Executive's
duties under this Agreement. The Executive will not during the Period of
Employment or after except to the extent reasonably necessary in performance of
the duties under this Agreement, give to any person, firm, association,
corporation or governmental agency any information concerning the affairs,
business, clients, customers or other relationships of the Company except as
required by law. The Executive will not make use of this type of information for
his own purposes or for the benefit of any person or organization other than the
Company. The Executive will also use his reasonable best efforts to prevent the
disclosure of this information by others. All records, memoranda, and documents
of any kind relating to the business of the Company whether made by the
Executive or otherwise coming into his possession in the course of his
employment are confidential and will remain the property of the Company.

         C.       During the Period of Employment and for a twelve (12) month
period thereafter, the Executive will not use his status with the Company to
obtain loans, goods or services from another organization on terms that would
not be available to him in the absence of his relationship to the Company.
During the Period of Employment and, in the case of (i) through (iii) below, for
a twelve (12) month period, and in the case of (iv) through (vi) below, for a
twenty four (24) month period, following termination of employment, the
Executive will not, directly or indirectly, either as an individual for his own
account or as a consultant, partner, joint venturer, employee, agent, officer,
director, shareholder or member: (i) make any statements or perform any acts
intended to advance the interest of any existing or prospective competitors of
the Company; (ii) own or hold any proprietary interest in or be employed by,
consult with or receive compensation from, any party engaged in the same or any
similar business as the Company as of the date of termination, in the United
States and other areas where the Company conducts its business; (iii) solicit
any members of


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the then current clients, customers or landlords of the Company
as of the date of termination or discuss with any employee or consultant of the
Company as of the date of termination information or operation of any business
intended to compete with the Company; (iv) solicit or attempt to solicit any
clients, customers or landlords of the Company existing on the date of
termination with the intent or purpose to perform services for such clients,
customers or landlords which are the same or similar to those provided by the
Company or its affiliates, or encourage or attempt to encourage any such
clients, customers or landlords to not continue or otherwise modify adversely
its business relationship with the Company; (v) enter into any lease, sublease,
license agreement, service agreement, option agreement, management or operating
agreement relating to, or otherwise acquire any rights with respect to, any of
the parking facilities managed or operated by the Company or its affiliates on
the date of Executive's termination; or (vi) engage, hire, solicit or attempt to
solicit for the purpose of hiring or engaging, as an employee, agent,
consultant, independent contractor, or in any other capacity, any of the
Company's or its affiliates employees or consultants. For purposes of this
Section IX, "Company" shall include any of the Company's subsidiaries, joint
ventures, partnerships or affiliates, to the extent that the Company has an
interest of 50% or greater in such entities. For the purposes of the Agreement,
proprietary interest means legal or equitable ownership, whether through stock
holdings or otherwise, of a debt or equity interest (including options,
warrants, rights and convertible interests) in a business firm or entity, or
ownership of more than 5% of any class of equity interest in a publicly-held
company. The Executive acknowledges that the covenants contained herein are
reasonable as to geographic and temporal scope and the sufficiency of the
consideration for such covenants.

         D.       The Executive acknowledges that his breach or threatened or
attempted breach of any provision of Section IX would cause irreparable harm to
the Company not compensable in monetary damages and that the Company shall be
entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for specific performance of the terms of
Section IX without being required to prove damages or furnish any bond or other
security. If any provision of this Section IX or any other section of this
Agreement is held to be invalid by a court of competent jurisdiction, then such
provision shall be severed from this Agreement, and such invalidity shall not
affect any other provision of this Agreement, the balance of which shall remain
in full force and effect. In the event that any provision of this Section IX
shall ever be deemed to exceed the time or geographical limits permitted by
applicable law, then such provisions shall be reformed to the maximum time and
geographical limits permitted by applicable law. In the event of the material
breach by Executive of a provision of this Section IX, which remains uncured
after thirty days' notice to Executive, the Company shall be entitled to cease
all payments of severance and the provision of benefits to Executive.

                                   SECTION X
                                 INDEMNIFICATION

         The Company will indemnify the Executive to the fullest extent
permitted by the laws of the state of Tennessee in effect at that time, or
charter and bylaws of the Company whichever affords the greater protection to
the Executive.


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                                   SECTION XI
                                CHANGE IN CONTROL

         A.       In the event there is a Change in Control (as such term is
defined below) and within the twenty four (24) month period following such event
Executive terminates his employment for "Good Reason," as defined below, or is
terminated due to a Without Cause Termination, the Company shall in a lump sum
pay on the date of termination to the Executive the sum of (i) three times his
Base Salary, plus (ii) an amount equal to three times the Executive's target
Annual Incentive Award that Executive was to receive during the Company's fiscal
year in which the Change in Control took place, plus (iii) a continuation of
Welfare Benefits and other perquisites of employment (including payment on the
date of termination of the Company portion of 401k contributions that would have
been made over the subsequent three (3) years based on the Executive's
compensation and Company contribution rate in effect prior to the Change in
Control) for a period of three years following the termination, plus (iv) up to
$25,000 in outplacement assistance, plus (v) an amount equal to the greater of
(i) the target Annual Incentive Award, or (ii) actual earned Annual Incentive
Award, calculated on a pro-rated basis for the period commencing on the Change
in Control for a termination in the same fiscal year in which the Change in
Control occurs and commencing with the beginning of the fiscal year in which the
termination occurs for a termination following a fiscal year in which there is a
Change in Control and ending on the date of termination. Further, in the event
of a Change in Control followed by a termination as described above, the Company
shall pay to Executive in a lump sum upon the Change in Control an amount equal
to the greater of (i) the target Annual Incentive Award calculated on a
pro-rated basis for the fiscal year in which the Change in Control occurs and
ending on the date of the Change in Control, or (ii) the actual earned Annual
Incentive Award calculated for the fiscal year in which the Change in Control
occurs and ending on the date of the Change in Control. In addition, in the
event there is a Change in Control (i) all unvested deferred stock units, (ii)
all unvested stock options other than Special Options, as is hereafter defined,
(iii) all vested but currently unexercisable special options granted on February
6, 2002 (the "Special Options"), (iv) all unvested Special Options with an
accelerated vesting target price or exercise price equal to or less than the
price per share established for the Company stock in the Change in Control
transaction, shall immediately vest and become exercisable upon the Change in
Control.

         B.       For purposes of this Agreement, "Change in Control" shall mean
the first to occur of the following events: (i) the consummation of a plan of
liquidation with respect to the Company; (ii) the sale or other divestiture of
all or substantially all of the assets (excluding the sale of assets in the
ordinary course of business or sale and lease back and other transactions that
are primarily a financing transaction for the Company or related to an
acquisition by an employee benefit plan of the Company) of the Company,
including the sale of its direct or indirect majority-owned subsidiaries; (iii)
the acquisition by any person or affiliated group of persons as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934
Act") of thirty per cent (30%) or more of the outstanding voting power of the
Company so that such person or affiliated group shall become the beneficial
owner, as defined in Rule 13d-3 of the 1934 Act, directly or indirectly, of such
voting power of the Company other than acquisitions by the Company, a subsidiary
of the Company, an employee benefit plan of the Company, or Monroe J. Carell,
Jr. or his family members or any entity owned directly or indirectly by Mr.
Carell or his family members or his or their estates; (iv) the consummation of a
consolidation or merger of the Company with another entity, or the


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reorganization of the Company, unless (a) the consummation of such
consolidation, merger, or reorganization would result in the stockholders of the
Company immediately before such consolidation or merger owning, in the
aggregate, more than seventy percent (70%) of the outstanding voting power of
the surviving entity immediately after such consolidation, merger or
reorganization; (b) the individuals who, as of the date hereof, constitute the
Board of the Company (the "Incumbent Board") continue to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person or group other
than the Board; and (c) following the consummation of a consolidation or merger
or reorganization, no person or affiliated group of persons as defined in 1934
Act owns thirty percent (30%) or more (other than Mr. Carell or his family
members or any entity owned directly or indirectly by Mr. Carell or his family
members or his or their estates) of the outstanding voting power of the Company;
or (v) the members of the Incumbent Board cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person or group other
than the Board.

         C.       Notwithstanding anything to the contrary herein, Executive
shall not be entitled to receive benefits under both Sections VIII and XI.

         D.       Any dispute related to the benefits to be paid under this
Section shall be governed by the arbitration provisions of Section XVI .

         E.       "Good Reason" means the occurrence after a Change in Control
of any of the events or conditions described in clauses (1) through (7) hereof:

                  1.       any (i) change in the Executive's status, title,
         position or responsibilities (including reporting responsibilities,
         such as a change that diminishes his responsibilities by requiring
         Executive to report to another executive or Board of Directors of
         another company which, in the Executive's reasonable judgment,
         represents an adverse change from the Executive's status, title,
         position or responsibilities as in effect at any time within 180 days
         preceding the date of the Change in Control or at any time thereafter,
         (ii) assignment to the Executive of duties or responsibilities which,
         in the Executive's reasonable judgment, are inconsistent with the
         Executive's status, title, position or responsibilities as in effect at
         any time within 180 days preceding the date of the Change in Control or
         at any time thereafter, or (iii) removal of the Executive from or
         failure to reappoint or reelect the Executive to any of


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         such offices or positions, in each case except in connection with the
         termination by the Company of the Executive's employment for death,
         disability, or Termination for Cause;

                  2.       a reduction in the Executive's base salary or bonus
         opportunity (a reduction in Executive's target Annual Incentive Award);
         the actual payment of less than 75% of the greater of (i) Executive's
         target Annual Incentive Award; or (ii) the average of the three prior
         Annual Incentive Awards earned by Executive (or, to the extent
         Executive has not been employed for three full fiscal years, the
         average of the actually completed fiscal years); or a reduction in
         target awards under any other incentive plan(s)); or any failure to pay
         the Executive any compensation or benefits to which the Executive is
         entitled within ten (10) days after the date when due;

                  3.       the imposition of a requirement that the Executive be
         based at any place outside a 50-mile radius of the Company's current
         principal office, except for reasonably required travel on Company
         business which is not materially greater in frequency or duration than
         prior to the Change in Control;

                  4.       the failure by the Company to (i) continue in effect
         (without reduction in benefit level or reward opportunities) any
         material compensation or employee benefit plan in which the Executive
         was participating at any time within 180 days preceding the date of the
         Change in Control or at any time thereafter, unless such plan is
         replaced with a plan that provides substantially equivalent
         compensation or benefits to the Executive or (ii) provide the Executive
         with compensation and benefits, in the aggregate, at least equal (in
         terms of benefit levels and reward opportunities) to those provided for
         under each other employee benefit plan, program and practice in which
         the Executive was participating at any time within 180 days preceding
         the date of the Change in Control or at any time thereafter;

                  5.       the insolvency or the filing (by any party, including
         the Company) of a petition for bankruptcy with respect to the Company,
         which petition is not dismissed within sixty (60) days;

                  6.       any material breach by the Company of any provision
         of this Agreement; or

                  7.       any purported Termination for Cause of the
         Executive's employment by the Company which does not comply with the
         terms of this Agreement.

         Any event or condition described in clauses (1) through (7), or a
Without Cause Termination, that occurs prior to a Change in Control but which
the Executive reasonably demonstrates (a) was at the request or direction of a
person (or group) who indicated the intention to, or took takes steps reasonably
calculated to, effect a Change in Control and who subsequently effects a Change
in Control, or (b) otherwise arose in connection with, or in anticipation of, a
Change in Control which subsequently occurs, will constitute Good Reason for
purposes of this Agreement notwithstanding that it occurred prior to the Change
in Control.

         F.       Notwithstanding anything herein to the contrary, in the event
a Without Cause Termination occurs following a Change in Control or a
termination for Good Reason occurs,


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Executive shall not be bound by the provisions of Section IX following
termination of Executive's employment.

         G.       If the Internal Revenue Service asserts, or if Executive or
the Company is advised in writing by an accounting firm of regional standing,
that any payment in the nature of compensation to, or for the benefit of,
Executive from the Company (or any successor in interest) constitutes an "excess
parachute payment" under section 280G of the Internal Revenue Code, whether paid
pursuant to this Agreement or any other agreement, and including property
transfers pursuant to securities and other employee benefits that vest upon a
change in the ownership of effective control of the Company (collectively, the
"Excess Parachute Payments") the Company shall pay to Executive, on demand, a
cash sum sufficient (on a grossed-up basis) to indemnify Executive and hold him
harmless from the following (the "Tax Indemnity Payment"):

                  1.       The amount of excise tax under section 4999 of the
         Internal Revenue Code on the entire amount of the Excess Parachute
         Payments and all Tax Indemnity Payments to Executive pursuant to this
         Section:

                  2.       The amount of all local, state, and federal income
         and FICA taxes on all Tax Indemnity Payments to Executive pursuant to
         this Section (determined in each case at the highest marginal tax
         rate);

                  3.       The amount of any fines, penalties, and interest that
         have been or potentially will be, assessed in respect of any excise or
         income tax described in the preceding clauses (1) or (2) so that the
         amounts of Excess Parachute Payments received by Executive will not be
         diminished by an excise tax imposed under section 4999 of the Internal
         Revenue Code or by any local, state, or federal income tax or FICA tax
         or fines, penalties or interest payable in respect of the Tax Indemnity
         Payments received by Executive pursuant to this Section.

         H.       Executive shall not be required to offset against amounts due
from the Company under this Section for any salary, bonus or other benefits
(other than the welfare benefits) received by Executive from a third-party, and
Executive shall be under no duty to mitigate by seeking or accepting another
position.

                                  SECTION XII
                                WITHHOLDING TAXES

         The Company may directly or indirectly withhold from any payments under
this Agreement all federal, state, city or other taxes that shall be required
pursuant to any law or governmental regulation.

                                  SECTION XIII
                           EFFECTIVE PRIOR AGREEMENTS

         Except as described on the attached Exhibit A, this Agreement contains
the entire understanding between the Company and the Executive with respect to
the subject matter herein and supersedes any prior agreement of any kind (other
than those written option agreements previously entered into between the Company
and Executive and which will remain in force and effect), including any other
employment or severance agreements between the Company, its affiliates and the
Executive.


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<PAGE>

                                   SECTION XIV
       CONSOLIDATION, MERGER OR SALE OF ASSETS; COOPERATION IN CONNECTION
                       WITH CHANGE IN CONTROL TRANSACTION

         Nothing in this Agreement shall preclude the Company from consolidating
or merging into or with, or transferring all or substantially all of its assets
to, another entity that assumes this Agreement and all obligations and
undertakings of the Company hereunder. Upon such a consolidation, merger or sale
of assets, the term "the Company" as used will mean the other entity and this
Agreement shall continue in full force and effect. In the event that the Company
is involved in a transaction that if consummated would constitute a Change in
Control, the Executive agrees to use his good faith efforts consistent with his
duties as a director, officer or employee to cooperate with the Company, and as
directed by the board of directors, the potential acquirer, in the due diligence
process related thereto. In the event that there is a Change in Control and the
Executive thereafter terminates his employment for "Good Reason" or voluntarily
resigns, the Executive agrees to remain with the Company for a period of time
after the date of such termination or resignation as requested by the Company or
its acquirer, not to exceed three (3) months from the date of such termination
or resignation, provided that the Company has paid to Executive all amounts due
to him in connection with such termination or resignation, together with an
additional amount equal to three months Base Salary and pro rated Annual
Incentive Award together with all employment benefits and perquisites
("Transition Payment"). In the event that the Company or acquirer does not
request Executive to remain after Executive's termination for Good Reason or
resignation, then the Company shall pay Executive the Transition Payment in a
lump sum upon his departure.

                                   SECTION XV
                                  MODIFICATION

         This Agreement may not be modified or amended except in writing signed
by the parties. No term or condition of this Agreement will be deemed to have
been waived except in writing by the party charged with waiver. A waiver shall
operate only as to the specific term or condition waived and will not constitute
a waiver for the future or act on anything other than that which is specifically
waived.

                                   SECTION XVI
                           GOVERNING LAW; ARBITRATION

         This Agreement has been executed and delivered in the State of
Tennessee and its validity, interpretation, performance and enforcement shall be
governed by the laws of that state, without regard to conflict of law doctrines.
Executive and the Company unconditionally submit to the jurisdiction of the
courts of the State of Tennessee with respect to all matters relating to or
arising from this Agreement, except to the extent that an issue is subject to
arbitration as provided herein. The parties hereby agree that the prevailing
party's attorneys' fees and costs will be paid by the other party.


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<PAGE>

         Any dispute among the parties hereto shall be settled by final and
binding arbitration in Nashville, Tennessee, in accordance with the rules of the
American Arbitration Association and judgment upon the award rendered may be
entered in any court having jurisdiction thereof, except that Company shall not
be required to submit to arbitration the matters under Section IX.

                                  SECTION XVII
                                     NOTICES

         All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed first-class postage prepaid by registered mail, return receipt requested,
or when delivered if by hand, overnight delivery service or confirmed facsimile
transmission, to the following:

         (a)      If to the Company, at: 2401 21st Avenue South, Suite 200,
Nashville, TN 37212, Attention: General Counsel, or at such other address as may
have been furnished to the Executive by the Company in writing; or

         (b)      If to the Executive, at: 2025 Sunset Hills Terrace, Nashville,
Tennessee 37215, or such other address as may have been furnished to the Company
by the Executive in writing.

                                  SECTION XVIII
                                BINDING AGREEMENT

         This Agreement shall be binding on the parties' successors, heirs and
assigns.



         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


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<PAGE>




                                     CENTRAL PARKING CORPORATION



                                     By:
                                        ------------------------------------


                                     EXECUTIVE:



                                     ----------------------------------------
                                     WILLIAM J. VARESCHI, JR.


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<PAGE>


                                    EXHIBIT A

1) The grant of 400,000 non-qualified options to purchase shares of Central
Parking Common Stock pursuant to Section (5) of the Employment Agreement between
Central Parking System, Inc. and Executive dated as of the 29th day of February,
2001 (the "2001 Employment Agreement").

2) The obligation of the Company to grant Executive 200,000 Deferred Stock Units
pursuant to Section (6) of the 2001 Employment Agreement and in accordance with
the Form of Central Parking Corporation Deferred Stock Unit Agreement attached
thereto as Exhibit A.


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