<PAGE>   1

                                                                 EXHIBIT 10.1(l)

                          CENTRAL PARKING CORPORATION

                            DEFERRED STOCK UNIT PLAN

1.   PURPOSE

     The purpose of the Central Parking Corporation (the "Company") Stock Unit 
Plan (the "Plan") is to provide certain key employees with an opportunity to 
defer compensation to be earned by them from the Company or any Affiliated 
Company and to provide them with an incentive to acquire stock in the Company, 
thereby aligning their interests with the shareholders of the Company.

2.   EFFECTIVE DATE

     The Plan shall be effective as of ______________, 199__.

3.   PLAN ADMINISTRATION

     The Plan shall be administered by a committee (the "Committee") appointed 
by the Board of Directors of the Company consisting of at least two or more 
Directors who are not employees of the Company, each of whom is an "outside 
director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, 
as amended (the "Code") and the U.S. Treasury Regulations (the "Regulations") 
promulgated thereunder and a "non-employee" director as contemplated by Rule 
16b-3 ("Rule 16b-3") under Section 16 of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), and any successor provisions. The Committee 
shall have full and exclusive power to interpret the Plan and to adopt such 
rules, regulations and guidelines for carrying out the Plan as it may deem 
necessary or proper, all of which power shall be executed in the best interests 
of the Company and in keeping with the objectives of the Plan. This power 
includes, but is not limited to, selecting compensation eligible for deferral, 
selecting eligible Participants, establishing all deferral terms and 
conditions, and adopting modifications, amendments, forms and procedures as may 
be necessary to comply with provisions of any applicable law or regulation.

4.   ELIGIBILITY

     The Committee shall have the authority to select among the management and 
highly compensated employees of the Company or any Affiliated Company those 
employees who shall be eligible to participate in the Plan (the "Participant" 
or "Participants"). "Affiliated Company" means any entity that is directly or 
indirectly controlled by the Company or any entity in which the Company has a 
significant equity interest, as determined by the Committee.



                                      E-1
<PAGE>   2

5.   AUTOMATIC DEFERRAL

     Ten percent (10%) of each Participant's annual cash compensation (including
base salary, bonuses, any other incentive payments and amounts that otherwise
would have been paid in cash but for the deferral provided for in this Plan)
shall be credited to such Participant's Stock Unit Account pursuant to the
provisions of paragraph 8 hereof (the "Automatic Deferral"). Notwithstanding the
foregoing, a Participant may, by the dates specified in paragraph 7(a) hereof,
elect to receive in cash, at such time as would normally be payable, any portion
or all of the amount that would otherwise be his or her Automatic Deferral, and
if such election is to receive the entire amount in cash, such Participant shall
not participate in this Plan for the applicable period. To the extent the
provisions of this paragraph conflict with the provisions of the Company's
existing bonus or incentive plans, such plans are hereby modified.

6.   ELECTIVE DEFERRAL

     A Participant who does not elect to receive any portion of his or her
Automatic Deferral in cash pursuant to paragraph 5 may elect, pursuant to the
provisions of paragraph 7, to defer additional amounts of cash compensation
(such amounts, the "Elective Deferral"), provided, that no more than fifty
percent (50%) of the Participant's total cash compensation (as described in
paragraph 5) for any one year may be deferred under the Plan (whether as
Automatic or Elective Deferrals). The amount of such Participant's Elective
Deferral shall be credited to his or her Stock Unit Account pursuant to the
provisions of paragraph 8 hereof.

7.   ELECTIONS TO DEFER

     (a)  For the fiscal year 1997, a Participant may make an election on or 
before the date that is thirty (30) days after the Plan is adopted by the Board 
of Directors to receive in cash all or any portion of his or her Automatic 
Deferral for services to be performed subsequent to such election. For each 
fiscal year after fiscal year 1997, a Participant may make an election by 
September 30 of the preceding fiscal year to receive all or any portion of his 
or her Automatic Deferral in cash.

     (b)  For the fiscal year 1997, a Participant who does not elect to receive
any portion of his or her Automatic Deferral in cash pursuant to paragraph (a)
above may make an election on or before the date that is thirty (30) days after
the Plan is adopted by the Board of Directors to defer up to forty percent (40%)
of his or her cash compensation as provided in paragraph 6 for services to be
performed subsequent to such election.

     (c)  For each fiscal year after fiscal 1997, a Participant who does not 
elect to receive any portion of his or her Automatic Deferral in cash pursuant 
to paragraph (a) above may make an election on or before September 30 of the 
preceding fiscal year to defer up to forty percent (40%) of his or her cash 
compensation as provided in paragraph 6.


                                      E-2
<PAGE>   3

     (d)  The period of deferral shall be for such number of years as the 
Participant shall elect or until the occurrence of an event specified in 
paragraph 10(a); provided, however, that the period of deferral for Elective 
Deferrals must be at least four (4) years. All elections shall be irrevocable. 
The period of time between the first crediting to the Participant's Stock Unit 
Account and the final payment hereunder shall be known as the "Deferral Period."

8.   ESTABLISHMENT OF STOCK UNIT ACCOUNT

     (a)  The Company shall establish an account (a "Stock Unit Account") for 
each Participant, which Stock Unit Account shall be credited with such 
Participant's Automatic Deferral and Elective Deferral. Deferred amounts shall 
be maintained as stock units ("Stock Unit"). Each Stock Unit shall entitle the 
Participant to receive one (1) share of common stock, par value $.01, of the 
Company ("Share" or "Shares") in accordance with paragraph 10(c) below. The 
balance of each account shall be expressed in the number of Stock Units 
credited to such account.

     (b)  Automatic Deferrals shall be credited to the Participant's Stock Unit 
Account as of the date on which the last cash compensation payment would have 
been paid to the Participant absent the Automatic Deferral. Automatic Deferrals 
will be converted to Stock Units by dividing the Automatic Deferral by the Fair 
Market Value (as defined below) of a Share of the Company's common stock as of 
such date.

     (c)  Elective Deferrals shall be credited to the Participant's Stock Unit 
Account as of the date on which the last cash compensation payment would have 
been paid to the Participant absent the Elective Deferral. Elective Deferrals 
will be converted to Stock Units by dividing the Elective Deferral by the Fair 
Market Value of a Share as of such date, and multiplying the quotient obtained 
thereby by 1.25.

     (d)  All conversions into Stock Units will be calculated to two decimals.

     (e)  Each Participant shall be paid a cash bonus per Stock Unit (excluding 
unvested Premium Units described below) equal in amount to any cash dividends 
declared by the Company and payable on Shares. Each Stock Unit Account shall be 
credited with Stock Units on a per Stock Unit basis (excluding unvested Premium 
Units as defined below) equal in number to stock dividends declared by the 
Company on its Shares. Such amounts shall be so credited or paid at such time 
as such cash or stock dividends are paid by the Company to its shareholders.

9.   PREMIUM UNITS

     The Stock Units credited to the Participant's Stock Unit Account resulting 
from the application of the .25 multiplier in paragraph 8(c) (the "Premium 
Units") are subject to a vesting schedule over four (4) years, such that the 
Participant shall vest in twenty-five percent (25%) of such Premium Units on 
the annual anniversary of the crediting of such Premium Units to the 
Participant's Stock Unit Account in each of the four years following the year 
of their initial crediting. Upon the


                                      E-3
<PAGE>   4

death or disability (as defined by then-current Company policy) of a 
Participant, or upon a Change in Control (as defined below), the Participant 
shall immediately vest in any and all unvested Premium Units. Further vesting 
shall cease following a change in control or in the event a Participant's 
employment with the Company is terminated for any reason other than death or 
disability. Shares issued to a Participant in satisfaction of such 
Participant's Premium Units shall be forfeited and returned to the Company in 
the event a Participant's employment with the Company is terminated and, within 
twelve (12) months thereafter he or she becomes employed by or a director or 
consultant of, invests in (other than nominal investments in publicly traded 
companies), or otherwise assists, a person who competes with the Company and 
provides parking services within a fifty-mile radius of any location at which 
the Company provides parking services. In the event a Participant violates such 
noncompete provisions and fails to deliver the Shares representing his or her 
Premium Units to the Company, the Company may, without liability to the 
Participant or any third party, cancel such Shares on the stock records of the 
Company.

10.     PAYMENT OF DEFERRED COMPENSATION ACCOUNT

     (a)     Except as otherwise provided in Section 9 and subsections (d), (e) 
and (f) below, the Participant's Stock Unit Account shall be paid or commence 
to be paid to the Participant, as soon as practicable, after the earliest to 
occur of the following:

         (i)     the Participant's death;

         (ii)    the Participant's retirement pursuant to the terms of the then 
current retirement policy of the Company;

         (iii)   the Participant's termination from employment with the Company 
and all Affiliated Companies for any reason other than death or retirement;

         (iv)    the commencement date selected by the Participant at the time 
of the election to defer such amount; or

         (v)     a Change in Control of the Company.

     (b)     The Participant may elect to receive payment of the Stock Unit 
Account either (i) in a lump sum, or (ii) in such number (not to exceed 10) of 
approximately equal semi-annual installments and the Participant shall elect. 
Such election shall be made at the time of the initial election to defer such 
amount, or such later time as may be permitted by the Committee without such 
election resulting, at the time it is made, in constructive receipt for federal 
income tax purposes of the amount subject to the election. In the absence of an 
election by the Participant, the Committee shall determine the manner and 
number of payments.

     (c)     Amounts credited to the Participant's Stock Unit Account shall be 
paid in Shares on a one (1) Stock Unit for one (1) Share basis, except that 
fractional Shares shall be paid in cash. The 


                                      E-4
<PAGE>   5

Company shall reserve 250,000 Shares for issuance to Participants hereunder. 
Shares shall be paid from the available Shares reserved hereunder, under the 
Company's 1995 Restricted Stock Plan, 1995 Incentive and Nonqualified Stock 
Option Plan for Key Personnel, or any other shareholder-approved stock plan 
maintained by the Company, or open market purchases, as determined by the 
Committee. In the absence of Shares available for issuance hereunder, the 
Committee may unilaterally decide the form of payment or delay the timing of 
payment in consideration of Securities and Exchange Commission and other 
regulatory implications.

     (d)  The Committee shall have the unilateral right to delay the timing of 
any payment under the Plan in the event such payment would not be tax 
deductible by the Company as a result of the application of Code Section 
162(m), or any successor section. In the event of such delay in payment, 
payment shall be made at the first time when such payment would be tax 
deductible by the Company, but no later than three years following the 
Participant's termination of employment with the Company.

     (e)  Anything contained in this Section to the contrary notwithstanding, 
in the event a Participant, or after the Participant's death, such 
Participant's beneficiary designated in accordance with Section 13, incurs an 
"Unforeseeable Emergency," which shall be an unanticipated emergency that is 
caused by an event beyond the control of the Participant or, if applicable, the 
Participant's beneficiary, and that would result in severe financial hardship 
to the individual if early withdrawal of the Participant's Stock Unit Account 
is not permitted, the Committee, in its sole discretion and upon written 
application of such Participant or beneficiary, may direct immediate payment of 
all or a portion of the then current value of such Participant's Stock Unit 
Account; provided that such payment shall in no event exceed the amount 
necessary to alleviate such financial hardship. The Committee may attach 
conditions to such payments, including conditions prohibiting a Participant 
from making further deferrals under the Plan for certain periods.

     (f)  In the event a Participant's employment with the Company and all 
Affiliated Companies ends by reason of a Good Cause Event (or for a reason 
which becomes a Good Cause Event as defined in subsection (h) below) which the 
Committee determines involves, or may involve, a loss to the Company or an 
Affiliated Company, notwithstanding any provision of this Plan to the contrary, 
no payment shall be made under this Plan until the fact and the amount, if any, 
of such loss have been determined to the satisfaction of the Committee, and 
then payments shall be made hereunder only to the extent that the amounts 
payable exceed the amount, if any, of the loss to the Company and all 
Affiliated Companies which has not been restored by the Participant from other 
sources. Pending the determination by the Committee of the fact and the amount, 
if any, of any such loss, the Company and all Affiliated Companies shall have a 
lien upon any amounts due to the Participant under this Plan.

     (g)  A "Change in Control" shall be deemed to have occurred if:

          (i)  any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than a trustee or other fiduciary
     holding securities under an

                                      E-5
<PAGE>   6
employee benefit plan of the Company or an Affiliated Company is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act or a
successor rule, except that a person shall be deemed to be the "beneficial
owner" of all shares that any such person has the right to acquire pursuant to
any agreement or arrangement or upon exercise of conversion rights, warrants,
options or otherwise, without regard to the sixty-day period referred to in such
rule), directly or indirectly, of securities of the Company representing 35% or
more of the combined voting power of the Company's then outstanding securities;

     (ii)     at any time during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board and any new
director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clauses (i) or
(iii) of this subsection (g)) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were Company
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute a
majority thereof; or

     (iii)     the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 80% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation (either alone or in combination with new or additional voting
securities held by management of the Company and its Subsidiaries and by any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company and its Subsidiaries) or the shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.

     (h)     The term "Good Cause Event" shall mean habitual drug use or
drunkenness, embezzlement of Company funds, conduct which is injurious to the
Company, or conviction of a felony, all as determined in good faith by the
Committee.

11.  PARTICIPANT REPORTS

     The Committee shall periodically make or cause to be made appropriate
reports to the Participant concerning the status of such Participant's Stock
Unit Account.

12.  TRANSFERABILITY OF INTEREST

     The rights to receive a payment under this Plan is not assignable or
transferable and shall not be subject to any encumbrances, liens, pledges or
charges of the Participant or to claims of such


                                      E-6
<PAGE>   7
Participant's creditors. Any attempt to assign, transfer, hypothecate or attach 
any rights with respect to or derived from any payment shall be null and void 
and of no force and effect whatsoever.

13.  DESIGNATION OF BENEFICIARIES

     A Participant may designate in writing a beneficiary or beneficiaries to 
receive any distribution under the Plan which is made after the Participant's 
death, provided, however, that if at the time any such distribution is due, 
there is no designation of a beneficiary in force or if any person (other than 
a trustee or trustees) as to whom a beneficiary designation was in force at the 
time of the Participant's death shall have died before the payment became due 
and the Participant has failed to provide in such beneficiary designation for 
any person or persons to take in lieu of such deceased person, the person or 
persons entitled to receive such distribution (or part thereof, as the case may 
be) shall be the Participant's executor or administrator.

14.  AMENDMENT, SUSPENSION AND TERMINATION

     Except as otherwise provided in Section 3, the Plan may be amended only by 
a majority of the non-employee Directors as they deem necessary or appropriate 
to better achieve the purpose of the Plan.

15.  FAIR MARKET VALUE

     Fair Market Value of a Share for all purposes under the Plan shall mean 
the closing price of a Share as reported on the New York Stock Exchange 
Composite Tape and published in THE WALL STREET JOURNAL or similar readily 
available public source for the date in question. If no sales of Shares were 
made on such date, the closing price of a Share as reported for the next 
preceding day on which sales of Shares were made shall be used.

16.  ADJUSTMENTS AND REORGANIZATIONS

     In the event of any stock dividend, stock split, combination or exchange 
of Shares, merger, consolidation, spin-off, recapitalization or other 
distribution (other than normal cash dividends) of Company assets to 
stockholders, or any other change affecting Shares or the price of Shares, such 
proportionate adjustments, if any, as the Committee in its discretion may deem 
appropriate to reflect such change shall be made with respect to each Stock 
Unit held in Stock Unit Accounts. The adjustment described in the preceding 
sentence shall be calculated to two decimal places.

17.  TAX WITHHOLDING

     The Company shall deduct from any payment made to the Participant under the
Plan or otherwise, including the delivery of Shares, a sufficient amount to
cover withholding of any federal, state or local taxes required by law, or to
take such other action as may be necessary to satisfy any such withholding
obligations. The Committee may permit Shares to be used to satisfy required tax 


                                      E-7

<PAGE>   8
withholding and such Shares shall be valued at the Fair Market Value as of the 
date on which payment is made from which the withholding requirement is being 
satisfied.

18.  UNFUNDED PLAN

     During the Deferral Period, all Stock Unit Accounts shall be considered as 
general assets of the Company for use as it deems necessary or appropriate, and 
will be subject to the claims of the Company's creditors.

     The Plan shall be unfunded, shall not create (or be construed to create) a 
trust or a separate fund or funds, and constitutes a mere promise by the 
Company to make benefit payments in the future. The Plan shall not establish 
any fiduciary relationship between the Company and any Participant or other 
person. To the extent any person, including a Participant, holds any rights 
under the Plan, such rights shall be no greater than the rights of an unsecured 
general creditor of the Company.

19.  OTHER EMPLOYEE BENEFITS

     Any compensation deferred and any benefits paid under this Plan shall not 
be included in creditable compensation in computing benefits under any other 
employee benefit plans of the Company, except to the extent expressly provided 
for thereunder.

20.  NO RIGHT TO EMPLOYMENT

     Nothing contained herein shall be construed as conferring upon any 
Participant the right to continue in the employ of the Company or any 
Affiliated Company.

21.  CLAIMS FOR BENEFITS

     A Participant or beneficiary may claim any benefits to which he or she is 
entitled under this Plan by a written notice to the Committee. If a claim is 
denied, it must be denied within a reasonable period of time, and be contained 
in a written notice stating the following:

     (a)     The specific reason for the denial.

     (b)     Specific reference to the Plan provision on which the denial is 
based.

     (c)     Description of additional information necessary for the claimant 
to present the claim, if any, and an explanation of why such material is 
necessary.

     (d)     An explanation of the Plan's claims review procedure.


                                      E-8

<PAGE>   9

     The claimant will have sixty (60) days to request a review of the denial 
by the Committee, which will provide a full and fair review. The request for 
review must be in writing delivered to the Committee. The claimant may review 
pertinent documents, and he or she may submit issues and comments in writing. 
The decision by the Committee with respect to the review must be given within 
sixty (60) days after receipt of the request, unless special circumstances 
require an extension (such as for a hearing). In no event shall the decision be 
delayed beyond one hundred and twenty (120) days after receipt of the request 
for review. The decision shall be written in a manner calculated to be 
understood by the claimant, and it shall include specific reasons and refer to 
specific Plan provisions as to its effect.

22.  GOVERNING LAW

     The validity, construction and effect of the Plan and any actions taken or 
relating to the Plan shall be determined in accordance with the laws of the 
State of Tennessee and applicable federal law.

23.  SUCCESSORS AND ASSIGNS

     The Plan shall be binding on all successors and assigns of a Participant, 
including, without limitation, the estate of such Participant and the executor, 
administrator or trustee of such estate, or any receiver or trustee in 
bankruptcy or representative of the Participant's creditors.

24.  RIGHT AS A SHAREHOLDER

     A Participant shall have no voting or other rights as a shareholder with 
regard to Stock Units in his or her Stock Unit Account until such time as 
Shares are distributed to the Participant.

25.  FORMS

     Elections, beneficiary designations, and claims permitted under the Plan 
shall be submitted on forms approved and provided by the Committee.

26.  SECURITIES LAW COMPLIANCE

     Notwithstanding anything else herein to the contrary, the Company shall 
not be obligated to make any distribution of Shares hereunder unless such 
distribution shall comply with applicable securities laws.

                                        CENTRAL PARKING CORPORATION

                                        By:      Monroe Carell, Jr.
                                           ----------------------------

                                        Title:       Chairman
                                              -------------------------


                                      E-9