6

            SECOND MODIFICATION OF PERFORMANCE UNIT AGREEMENT BETWEEN
                           CENTRAL PARKING CORPORATION
                                       AND
                                  JAMES H. BOND


     This  SECOND  MODIFICATION OF PERFORMANCE UNIT AGREEMENT (this "Agreement")
is  made  effective  the  31st  day of May, 2001, by and between CENTRAL PARKING
CORPORATION,  a  Tennessee  corporation  (the  "Company"),  and JAMES H. BOND, a
resident  of  Nashville,  Davidson  County,  Tennessee  (the  "Employee").

     In  connection  with  the  execution  of  an Employment Agreement effective
January  1, 2001 (the "2001 Employment Agreement"), the Company and the Employee
wish  to further modify, as provided herein, the Performance Unit Agreement made
by  and  between the Company and the Employee on June 26, 1986 (the "Performance
Unit Agreement") as such was amended by that certain Modification of Performance
Unit  Agreement  effective  October  10,  1995  ("Modification  Agreement").

     In  consideration  of  the  mutual  terms  and  promises  contained in this
Agreement,  and  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the Company and the Employee agree
as  follows:

1.   Delete  paragraph  1.A.  of  the Modification Agreement in its entirety and
     replace  it  with  the  following  language:

A.   Grant  of  119,000  restricted shares of Common Stock.Pursuant to the Stock
     Restriction  Agreement, made by and between the Company and the Employee on
     October  10,  1995,  and attached hereto as Exhibit "A" ("Stock Restriction
     Agreement"),  the Company granted to the Employee 119,000 restricted shares
     of  the  Company's  common stock (which, after adjustment for 3 for 2 stock
     split  on  march 27, 1996 and again on December 12, 1997 now equals 267,750
     shares)  (the  "Restricted  Shares").  Within  twenty  (20)  days  of  this
     agreement,  Employee  will  deliver  to  Company  one  half  (1/2)  of  the
     Restricted  Shares  (133,875 shares) for cancellation and removal from this
     Modification  Agreement. On the same date, the Company will deposit 133,875
     shares  of  the  Company's  Common  Stock in that certain Rabbi Trust to be
     established  pursuant  to  a Trust Agreement dated as such date (the "Trust
     Agreement"). The other Restricted Shares (133,875 shares) remain subject to
     this  Modification  Agreement.  If  the  Employee  is  terminated  due to a
     "Termination  for  Cause"  (as  such term is defined in the 2001 Employment
     Agreement),  the  Employee shall immediately forfeit all Restricted Shares.
     If  the Employee's employment is terminated for any other reason, including
     (but  not  limited to) death, disability, Normal Retirement, "Without Cause
     Termination"  or "Constructive Discharge" (as such terms are defined in the
     2001  Employment Agreement), or the failure of the Company, at any time, to
     renew  the 2001 Employment Agreement under Section III A of agreement, then
     the  employee  shall  be  entitled  to  retain  all  Restricted  Shares.

2.   Delete  paragraph  1.B.  of  the Modification Agreement in its entirety and
     replace  it  with  the  following  language:

B.   Right  to  receive  additional  shares.  The  Company  and  Employee hereby
     --------------------------------------- agree that Employee is not entitled
     to  any  additional  restricted  shares on October 1, 2000 as calculated on
     Exhibit  "B"  attached  hereto.  The  Company hereby agrees to grant to the
     Employee  additional  restricted  shares  of  Common  Stock  ("Additional
     Shares"),  if he is then employed by the Company, on October 1, 2005 and at
     five  year  intervals thereafter, with the final grant on Employee's Normal
     Retirement  Date  (or,  if  earlier,  the date of termination of Employee's
     employment,  other  than a voluntary termination by Employee or if Employee
     is  terminated  due  to  a  Termination  for  Cause)  and  in  each case in
     accordance  with  the  formula  agreed to by the parties and illustrated on
     Exhibit  "C"  attached  hereto.  In  the  event  Employee's  employment  is
     terminated  due  to  a Without Cause Termination or Constructive Discharge,
     then, as if no such termination had occurred, Employee shall have the right
     to  any Additional Shares that would have been granted to Employee prior to
     or  on  such  termination  of  employment  and  during  the 12-month period
     immediately  following  such  termination.  If  the  Employee  voluntarily
     terminates  his  employment  with  the Company before the Normal Retirement
     Date  or  is  terminated due to a Termination for Cause, the Employee shall
     immediately  forfeit  all  Additional  Shares,  if  any  have  or are to be
     granted.  If  the Employee's employment is terminated for any other reason,
     including,  but  not  limited  to,  death,  disability,  Normal Retirement,
     Without  Cause Termination or Constructive Discharge, or the failure of the
     Company,  at any time, to renew the 2001 Employment Agreement under Section
     III  A of that agreement, then the Employee shall be entitled to retain all
     Additional  Shares,  if  any  have  or  are  to  be  granted.

3.   In the event Employee is terminated due to a "Without Cause Termination" or
     "Constructive  Discharge"  (as  each  is  defined  in  the  2001 Employment
     Agreement), or if Employee terminates his employment following a "Change in
     Control"  (as defined in the 2001 Employment Agreement), the Company agrees
     to  loan to Employee an amount equal to 40% of the fair market value of the
     Restricted  Shares, Additional Shares and shares held pursuant to the Trust
     Agreement  which  Employee  receives  as  a  result  of  the termination of
     employment  described  above.  The  loan  shall  be evidenced by Employee's
     secured  promissory note ("Note") and shall bear interest at an annual rate
     equal to the prime rate announced by the Company's primary lender, plus one
     (1)  percent.  The  loan  will  be secured by all of the Restricted Shares,
     Additional  Shares  and  shares  held pursuant to the Trust Agreement which
     Employee  receives  as  a result of the termination of employment described
     above. Interest under the Note shall be payable monthly, with the principal
     balance  and  accrued  interest due on the third anniversary of the date of
     the loan. The Note shall be subject to mandatory prepayment in the event of
     any sale of shares serving as security, in the amount of the sales proceeds
     received.  There  shall  be  no  prepayment  penalty  or  premium.

     Each  capitalized  term  used but not defined herein shall have the meaning
ascribed  to  it in the 2001 Employment Agreement, or if not defined therein, in
the  Performance  Unit  Agreement. Any provision or term of the Performance Unit
Agreement,  the  Modification Agreement and the Stock Restriction Agreement that
is  inconsistent  with  the  provisions of this Agreement or the 2001 Employment
Agreement  are  hereby amended in all respects as may be necessary to effectuate
the  provisions  of  this Agreement and the 2001 Employment Agreement. All other
provisions  set  forth  in  the  Performance  Unit  Agreement,  the Modification
Agreement  and  the  Stock  Restriction Agreement shall remain in full force and
effect.

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

                                       THE  COMPANY

                                       CENTRAL  PARKING  CORPORATION

                                       By:        /s/  Monroe J. Carell, Jr.
                                               --------------------------------
                                       Title     Chairman  of  the  Board


                                       EMPLOYEE

                                                  /s/  James  H.  Bond
                                               --------------------------------
                                                James  H.  Bond


<PAGE>
                                    EXHIBIT A
                           STOCK RESTRICTION AGREEMENT

     This  STOCK RESTRICTION AGREEMENT (this "Agreement") dated October 10, 1995
is  by and between CENTRAL PARKING CORPORATION (the "Company") and JAMES H. BOND
(the  "Employee")  and  is  entered  into  in connection with the Company's 1995
Restricted  Stock  Plan (the "Plan"). All capitalized terms that are not defined
herein  shall  have  the  meaning  ascribed  in  the  Plan.

1.   Pursuant  to  the  Modification  of Performance Unit Agreement, made by and
     between  the  Company  and  the  Employee  on October 10, 1995, the Company
     hereby grants a Stock Award of 119,000 shares of Stock to the Employee. The
     Stock Award shall be granted and effective as of the date the Company files
     a registration statement on Form S-8 covering the shares to be issued under
     the  Plan.

2.   If  the  Employee  voluntarily  terminates  his employment with the Company
     before  his Normal Retirement Date (as defined below) or if the Employee is
     terminated  for  Just  Cause  (as  defined)  below),  the  Employee  shall
     immediately  forfeit  all  119,000  shares.  If  the  Employee  voluntarily
     terminates  his  employment  with  the Company before his Normal Retirement
     Date  or if the Employee is terminated due to a "Termination for Cause" (as
     such  term  is  defined in that certain Employment Agreement by and between
     the  Company  and  Employee  of  even  date  herewith  (the  "Employment
     Agreement")), the Employee shall immediately forfeit all 119,000 shares. If
     the  Employee's  employment  is  terminated for any other reason, including
     death  disability,  Normal  Retirement,  "Without  Cause  Termination"  or
     "Constructive  Discharge"  (as  such  terms  are  defined in the Employment
     Agreement), or the failure of the parties to renew the Employment Agreement
     under  Section III A of that agreement, then the Employee shall be entitled
     to  retain  all  119,000  shares.

3.   This  Agreement  constitutes  a  Stock Restriction Agreement referred to in
     Section  8  of the Plan with respect to the Stock Award referred to herein.
     The  terms  and conditions of the Plan are incorporated into this Agreement
     by  reference.


                                          THE  COMPANY:

                                          CENTRAL  PARKING  CORPORATION

                                          By:        /s/  Monroe J. Carell, Jr.
                                               --------------------------------
                                          Title     Chairman  of  the  Board


                                          EMPLOYEE:

                                                     /s/  James  H.  Bond
                                               --------------------------------
                                                      James  H.  Bond