##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2006.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-13950
 CENTRAL PARKING CORPORATION
  Tennessee
    
    62-1052916(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)2401 21st Avenue South,Suite 200, Nashville, Tennessee
    
    37212(Address of Principal Executive Offices)
    
    (Zip Code)Registrants Telephone Number, Including Area Code:
    
    (615) 297-4255Securities Registered Pursuant to Section 12(b) of the Act:
    
    NoneSecurities Registered Pursuant to Section 12(g) of the Act:Title of Each Class
    
    Name of each Exchange on which registeredCommon Stock, $0.01 par value
    
    New York Stock Exchange
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   Class
    
    Outstanding at December 31, 2006Common Stock, $0.01 par value
    
    32,192,211
 DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesSIGNATURESExhibit IndexEx-10.1(K) James H. Bond Performance Unit AgreementEx-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification    Table of Contents  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Director
    
    Positions with Company, Directorships and BusinessName and Age
    
    Since
    
    Experience for Last Five YearsMonroe J. Carell, Jr., 75
    
    
    1979
    
    
    Executive Chairman of the Board of Directors of
the Company since August 2005. Mr. Carell served
as Chairman of the Board of Directors from 1979
until being named Executive Chairman in August
2005. Mr. Carell also served as Chief Executive
Officer from 1979 until April 2001 and from May
2003 to August 2005. Mr. Carell has served as a
trustee of Vanderbilt University since 1991 and
is a life member of the Urban Land Institute.Raymond T. Baker, 57
    
    
    2004
    
    
    Partner, Gold Crown Management Company, a real
estate asset management company, from 1974 to
present. Mr. Baker is the founder and has served
as Co-Director of the Gold Crown Foundation since
1986. He is a member of the Board of Directors of
Alpine Banks of Colorado. Mr. Baker also serves
on the Steele Street Bank Board of Directors and
Land Title Guarantee Board of Directors. Mr.
Baker is currently serving as Chairman of the
Board of the Denver Metropolitan Major League
Baseball Stadium District; Chairman of the Board
of the Metropolitan Football Stadium District
(Denver); Chairman of the Colorado Commission on
Higher Education and the Colorado Commission on
Higher Education Capital Development Committee.Claude Blankenship, 66
    
    
    2006
    
    
    Executive Managing Partner, Blankenship CPA
Group, a firm that provides audit, tax,
accounting and business consulting services,
since September 1992. Mr. Blankenship is a member
of the American Institute of Certified Public
Accountants (AICPA) and serves on the AICPA
Executive Committee for Private Companies
Practice Section. He is also a member and past
president of the Tennessee Society of Certified
Public Accountants. Mr. Blankenship currently
serves on the Board of Directors of Faith Family
Clinic and the Family Foundation.Kathryn Carell Brown, 44
    
    
    2004
    
    
    Mrs. Brown was employed in various corporate
staff positions with the Company from 1985
through 1996. She served as Project Manager for
Herbert and Company, a residential construction
company, from February 1998 until December 2000.
Mrs. Brown currently serves as Vice Chairman of
the Tennessee Repertory Theater and a member of
the Board of Trustees of The Ensworth School.
Mrs. Brown is the daughter of Monroe J. Carell,
Jr., Executive Chairman of the Board of Directors
of the Company.Emanuel J. Eads, 55
    
    
    2006
    
    
    President and Chief Executive Officer since
August 2005. Mr. Eads served as President and
Chief Operating Officer from May 2003 to August
2005. He served as President  Business
Development from October 2001 until his
appointment as President and Chief Operating
Officer. Prior to October 2001, Mr. Eads served
as Executive Vice President, a position he
assumed in August 1998. Employed by the Company
since 1974, Mr. Eads previously served in a
variety of positions of increasing responsibility
including Senior Vice President, Regional Manager
and General Manager.Lewis Katz, 65
    
    
    1998
    
    
    Mr. Katz serves as Governor of the New Jersey
Nets, a National Basketball Association
franchise. He served as the Chief Executive
Officer of Kinney System Holding Corp., a parking
services company, from November 1990 until the
Company acquired Kinney in February 1998.
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Director
    
    Positions with Company, Directorships and BusinessName and Age
    
    Since
    
    Experience for Last Five YearsEdward G. Nelson, 75
    
    
    1993
    
    
    Mr. Nelson formed Nelson Capital Corp., a
merchant banking firm, in 1985, and has served as
Chairman and President since its organization.
Mr. Nelson serves as a director of Bucyrus
International, Inc., a manufacturer of surface
mining equipment, Ohio Steel Forge, a subsidiary
of Daido Steel of Japan and Evolved Digital
Solutions, a radiology management company. Mr.
Nelson also serves as a trustee of Vanderbilt
University and is Honorary Consul General of
Japan.Owen G. Shell, Jr., 70
    
    
    2004
    
    
    Mr. Shell is a private investor. He served as
President of the Asset Management Group of Bank
of America Corporation from November 1996 until
June 2001. From 1986 until 1996, Mr. Shell served
as President of Bank of America/Tennessee and
Chairman of the Commercial Corporate Forum for
Bank of America Corporation. He has served as a
director of LifePoint Hospitals, Inc. since
December 2002 and currently serves as Chairman of
the Board.William B. Smith, 63
    
    
    2004
    
    
    Mr. Smith has served as an Advisory Director of
Morgan Stanley & Co. Incorporated, a financial
services firm, since July 2000. From May 1997
until July 2000, Mr. Smith served as Managing
Director of Morgan Stanley, head of Morgan
Stanley Realty and a member of the Investment
Banking Department. He joined Dean Witter
Discover, which merged with Morgan Stanley in May
1997, in 1982. Mr. Smith has served as a director
of Pulte Homes, Inc., a real estate home building
company, since March 2001.
  Year of
    
    Positions With The Company And BusinessName & Age
    
    Employment
    
    Experience For The Last Five YearsMonroe J. Carell, Jr., 75
    
    
    1967
    
    
    See description above.Emanuel J. Eads, 55
    
    
    1974
    
    
    See description above.James H. Bond, 64
    
    
    1971
    
    
    President  International Operations
since October 2001. Mr. Bond was also
named Executive Vice President 
Strategic Initiatives in April 2006.
Mr. Bond has been employed by the
Company since 1971 in a variety of
positions and served as President and
Chief Operating Officer until October
2001.William H. Bodenhamer, 54
    
    
    2001
    
    
    President of the Companys USA Parking
subsidiary, which was acquired by the
Company in October 2001. Mr.
Bodenhamer founded USA Parking in 1980
and has served as its president since
that time. USA Parking provides valet
parking and transportation services
primarily to the hospitality industry.Robert Cizek, 42
    
    
    1990
    
    
    Senior Vice President since May 2000.
Mr. Cizek is responsible for the
Companys operations in the Southeast
and Texas. He served as a regional
manager for the Company from March
1995 until his appointment as Senior
Vice President. Prior to March 1995,
Mr. Cizek served as a general manager
and operations manager for the
Company.Jeff Heavrin, 45
    
    
    2002
    
    
    Senior Vice President and Chief
Financial Officer since June 2005. Mr.
Heavrin served as Vice President and
Controller of the Company from
December 2002 to June 2005 and served
as
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Year of
    
    Positions With The Company And BusinessName & Age
    
    Employment
    
    Experience For The Last Five Yearsinterim Chief Financial Officer
from March to June 2005. Prior to
joining the Company, Mr. Heavrin
served as Controller of Service
Merchandise, a retailer, from December
1998 to December 2002. Prior to
December 1998, he held positions of
increasing responsibility with
Deloitte Touche. Mr. Heavrin is a
Certified Public Accountant.Donald N. Holmes, 56
    
    
    2002
    
    
    Senior Vice President  Human
Resources since January 2002. From
1990 to 2001, Mr. Holmes held
positions of increasing responsibility
in human resources with CSX
Transportation, including Assistant
Vice President, Human Resources 
Operations. He previously held various
human resources positions with
SmithKline Beecham Corporation.Alan J. Kahn, 46
    
    
    1982
    
    
    Senior Vice President responsible for
the Companys operations in the
Midwest and Canada. Mr. Kahn was
named Senior Vice President in April
1996 and served as Executive Vice
President from August 2005 to August
2006. He previously served in
various other positions with the
Company, including general and
regional manager. Mr. Kahn serves on
the Executive Committee of the
National Parking Association and is
Secretary of the association.Gregory D. Maxey, 49
    
    
    1979
    
    
    Senior Vice President responsible for
the Companys operations in the
Mid-Atlantic region and portions of
the Southeast since December 2002. Mr.
Maxey served as Managing Director of
the Companys European operations from
1999 until appointed to his current
position. From 1995 to 1999, he served
as International Marketing Director
for the Company. He previously served
in a variety of other positions with
the Company including regional and
general manager.Benjamin F. Parrish, Jr., 50
    
    
    1998
    
    
    Senior Vice President and General
Counsel since August 1998. From 1993
to 1998, Mr. Parrish served as Senior
Vice President and General Counsel of
Smith & Nephew, Inc., a medical
products company.William R. Porter, 52
    
    
    1996
    
    
    Senior Vice President  Acquisitions
since November 1996. From 1991 to
1996, Mr. Porter served as Executive
Vice President  Marketing for Ace
Parking, a parking management company.Gregory J. Stormberg, 44
    
    
    1996
    
    
    Executive Vice President since August
2005. Mr. Stormberg served as Senior
Vice President from October 2002 to
August 2005. He is responsible for the
Companys operations in the Northeast,
Southwest, Southeast and the West
Coast. From February 1997 until his
appointment as Senior Vice President,
Mr. Stormberg served as Vice
President/Regional Manager of the
Companys operations in Texas and
portions of the Southwest.
 Section 16(A) Beneficial Ownership Reporting Compliance
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Code Of Ethics
  Board of Directors and Corporate Governance
  Committees of the Board of Directors
  www.parking.com.
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www.parking.com kleahy@parking.com
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www.parking.com.
 Shareholder Communication with the Board
  Director Attendance at Annual Meeting
  
 Item 11. Executive Compensation
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Summary Compensation Table
 Annual Compensation
    
    Long-Term CompensationOther
    
    
    
    
    
    SecuritiesAnnual
    
    Restricted
    
    Underlying
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compen-
    
    Stock
    
    Options/
    
    Compen-Principal Position
    
    Year
    
    Salary($)(1)
    
    Bonus($)(1)
    
    sation($)(2)
    
    Awards($)
    
    SARs(#)(3)
    
    sation($)(4)Emanuel J. Eads
    
    
    2006
    
    
    
    559,138
    
    
    
    435,236
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    8,800President and Chief
    
    
    2005
    
    
    
    466,795
    
    
    
    150,358
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,200Executive Officer (5)
    
    
    2004
    
    
    
    448,767
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    23,000
    
    
    
    8,200Monroe J. Carell, Jr.
    
    
    2006
    
    
    
    693,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,054
    (7)Executive Chairman (6)
    
    
    2005
    
    
    
    525,591
    
    
    
    123,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,619
    (8)2004
    
    
    
    543,906
    
    
    
    137,500
    
    
    
    33,994
    
    
    
    
    
    
    
    23,000
    
    
    
    21,202
    (9)Gregory J. Stormberg
    
    
    2006
    
    
    
    381,865
    
    
    
    360,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,867Executive Vice
    
    
    2005
    
    
    
    300,329
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,219
    (10)President
    
    
    2004
    
    
    
    299,178
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    23,000
    
    
    
    8,200James H. Bond
    
    
    2006
    
    
    
    448,768
    
    
    
    243,504
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,800President 
    
    
    2005
    
    
    
    448,768
    
    
    
    41,007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,200International
    
    
    2004
    
    
    
    448,768
    
    
    
    118,500
    
    
    
    
    
    
    
    
    
    
    
    23,000
    
    
    
    8,000OperationsAlan Kahn
    
    
    2006
    
    
    
    361,634
    
    
    
    277,654
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,800Senior Vice
    
    
    2005
    
    
    
    310,685
    
    
    
    142,642
    
    
    
    7,132
    
    
    
    
    
    
    
    
    
    
    
    8,200President
    
    
    2004
    
    
    
    299,178
    
    
    
    211,368
    
    
    
    10,568
    
    
    
    
    
    
    
    23,000
    
    
    
    8,200
 
 (1)
    
    Includes amounts deferred under the Companys Profit Sharing and 401(k) Savings Plan
and Deferred Stock Unit Plan.(2)
    
    Except as otherwise noted, these amounts represent the dollar value as of the end of
each fiscal year of premium shares awarded each year under the Companys Deferred Stock
Unit Plan. The premium units vest ratably over a four-year period from the date of grant.(3)
    
    These amounts represent the number of shares subject to options granted each year
under the Companys 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel.
No stock appreciation rights were granted under this plan.(4)
    
    These amounts include contributions by the Company to the Companys Profit Sharing
and 401(k) Savings Plan, and miscellaneous compensation.(5)
    
    Named President and Chief Executive Officer on August 2, 2005. Served as President
and Chief Operating Officer from May 2003 to August 2, 2005.(6)
    
    Named Executive Chairman on August 2, 2005. Served as Chairman and Chief Executive
Officer from May 2003 to August 2, 2005.(7)
    
    Includes $8,254 in insurance premiums.(8)
    
    Includes $7,419 in insurance premiums.(9)
    
    Includes $13,002 in insurance premiums.(10)
    
    Includes relocation expenses of $74,019. Option Grants
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Option/SAR Grants in Last Fiscal Year
 PotentialIndividual Grants
    
    RealizablePercent of
    
    
    
    
    
    
    
    
    
    Value at AssumedNumber of
    
    Total
    
    
    
    
    
    
    
    
    
    Annual Rates ofSecurities
    
    Options/SARS
    
    Exercise
    
    
    
    
    
    Stock PriceUnderlying
    
    Granted to
    
    Base
    
    
    
    
    
    Appreciation forOptions/SARs
    
    Employees in
    
    Price
    
    Expiration
    
    Option Term(1)Name
    
    Granted(#)
    
    Fiscal Year
    
    ($/sh)
    
    Date
    
    5%($)
    
    10%($)Monroe J. Carell, Jr.
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Emanuel J. Eads
    
    
    75,000
    
    
    
    25
    %
    
    
    14.405
    
    
    
    6/12/2009
    
    
    
    170,294
    
    
    
    357,60475,000
    
    
    
    25
    %
    
    
    14.405
    
    
    
    6/12/2012
    
    
    
    367,431
    
    
    
    833,57575,000
    
    
    
    25
    %
    
    
    14.405
    
    
    
    6/12/2015
    
    
    
    595,641
    
    
    
    1,467,09375,000
    
    
    
    25
    %
    
    
    14.405
    
    
    
    6/12/2016
    
    
    
    679,442
    
    
    
    1,721,840Total Eads
    
    
    300,000
    
    
    
    100
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gregory J. Stormberg
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James H. Bond
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William H. Bodenhamer
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alan Kahn
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The dollar amounts under these columns result from calculations assuming 5% and 10% annual
growth rates as set by the Securities and Exchange Commission and are not intended to forecast
future appreciation of Central Parking Common Stock. Option Exercises and Values
  Aggregated Option/SAR Exercises in the Last Fiscal Year
and Period-End Option/SAR Values
 Value of UnexercisedNumber of Securities
    
    In-the-MoneyUnderlying Unexercised
    
    Options/SARs atOptions/SARs at
    
    Fiscal Year-Shares
    
    
    
    
    
    Fiscal Year-End(#)
    
    End($)(1)Acquired
    
    Value
    
    Exercisable/
    
    Exercisable/Name
    
    on Exercise(#)
    
    Realized($)
    
    Unexercisable
    
    UnexercisableMonroe J. Carell, Jr.
    
    
    
    
    
    
    
    
    
    
    224,457/6,250
    
    
    
    376,658/23,563Emanuel J. Eads
    
    
    
    
    
    
    
    
    
    
    256,000/306,250
    
    
    
    188,408/652,063James H. Bond
    
    
    
    
    
    
    
    
    
    
    270,750/6,250
    
    
    
    188,408/23,563Gregory J. Stormberg
    
    
    
    
    
    
    
    
    
    
    93,875/6,250
    
    
    
    131,353/23,563William H. Bodenhamer
    
    
    
    
    
    
    
    
    
    
    121,750/6,250
    
    
    
    163,308/23,563Alan Kahn
    
    
    9,000
    
    
    $
    58,500
    
    
    
    186,000/6,250
    
    
    
    150,758/23,563
 
 (1)
    
    This amount represents the aggregate number of options multiplied by the difference
between $16.50 the fair market value of Central Parking Common Stock at September 30,
2006, and the exercise price for each option. Page 8




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Equity Compensation Plan Information
  Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of Securities to
    
    Weighted-average
    
    future issuance under equitybe issued upon exercise
    
    exercise price of
    
    compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))Plan category
    
    (a)
    
    (b)
    
    (c)Employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    254,969Stock option plan  key/ Restricted stock
plan (1)
    
    
    3,307,395
    
    
    
    17.86
    
    
    
    Stock option plan  directors (1)
    
    
    77,500
    
    
    
    29.79
    
    
    
    Deferred stock unit plan
    
    
    147,488
    
    
    
    18.65
    
    
    
    217,8182006 omnibus plan
    
    
    300,000
    
    
    
    14.41
    
    
    
    1,186,000Total-Plans approved by security holders
    
    
    3,832,383
    
    
    
    17.86
    
    
    
    1,658,787Total-Plans not approved by security holders
    
    none
    
    
    
    
    
    
    
    Total all plans
    
    
    3,832,383
    
    
    
    17.86
    
    
    
    1,658,787
 
 (1)
    
    Plan has expired, so no securities remain available under this plan. Employment Agreements
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Director Compensation
  Compensation Pursuant to Plans
 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
 .
 1995 Restricted Stock Plan
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1996 Employee Stock Purchase Plan
 .
 1995 Nonqualified Stock Option Plan for Directors
  Profit Sharing and 401(k) Savings Plan
  Page 13




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Deferred Stock Unit Plan
  2006 Long-Term Incentive Plan
  Page 14




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Compensation Committee Interlocks And Insider Participation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners, Management and Related Stockholder
Matters
  Page 15




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Amount andNature ofBeneficialBeneficial Owner
    
    Ownership(1)
    
    Percent(1)Monroe J. Carell, Jr.
    
    
    6,294,900
    (2)
    
    
    19.4
    %2401 21st Avenue South, Suite 200,Nashville, Tennessee 37212The Carell Childrens Trust (3)
    
    
    6,696,153
    
    
    
    20.8
    %One Belle Meade Place, Suite 310, 4400 Harding Road,Nashville, Tennessee 37205Dimensional Fund Advisors
    
    
    3,068,006
    (4)
    
    
    9.5
    %1299 Ocean Avenue, 11th FloorSanta Monica, California 90401Columbia Wanger Asset Management
    
    
    2,424,000
    (5)
    
    
    7.5
    %227 West Monroe Street, Suite 3000Chicago, Illinois 60606Raymond T. Baker
    
    
    8,333
    (6)
    
    
    *William H. Bodenhamer
    
    
    67,419
    (7)
    
    
    *James H. Bond
    
    
    548,930
    (8)
    
    
    1.7
    %Kathryn Carell Brown
    
    
    2,208,271
    (9)
    
    
    6.9
    %Claude Blankenship
    
    
    2,000
    (10)
    
    
    *Edward G. Nelson
    
    
    46,192
    (11)
    
    
    *Emanuel J. Eads
    
    
    284,227
    (12)
    
    
    *Jeff Heavrin
    
    
    14,125
    (13)
    
    
    *Alan Kahn
    
    
    204,620
    (14)
    
    
    *Lewis Katz
    
    
    701,685
    (15)
    
    
    2.2
    %Owen G. Shell
    
    
    9,333
    (16)
    
    
    *William B. Smith
    
    
    7,333
    (17)
    
    
    *Gregory J. Stormberg
    
    
    93,125
    (18)
    
    
    *Directors and executive officers as a group (19 persons)
    
    
    11,373,658
    (19)
    
    
    33.2
    %
 
 *
    
    Indicates less than 1%.(1)
    
    For purposes of this table, a person or group of persons is deemed to have beneficial
ownership of any shares that such person or group has the right to acquire within 60 days
after the date set forth above, or with respect to which such person otherwise has or shares
voting or investment power. For purposes of computing beneficial ownership and the percentages
of outstanding shares held by each person or group of persons on a given date, shares which
such person or group has the right to acquire within 60 days after such date are shares for
which such person has beneficial ownership and are deemed to be outstanding for purposes of
computing the percentage for such person, but are not deemed to be outstanding for the purpose
of computing the percentage of any other person.(2)
    
    Includes options to purchase 215,044 shares of Common Stock granted pursuant to the Key
Personnel Plan, 23,377deferred stock units, and 124,999 shares held by the Monroe Carell, Jr.
Foundation. Excludes 6,696,153 shares held by The Carell Childrens Trust. See footnote 3.(3)
    
    The Carell Childrens Trust is a trust created by Mr. Carell in 1987 for the benefit of his
children. The trustee is Equitable Trust Company.(4)
    
    Based on Schedule 13G filed by Dimensional Fund Advisors with the Securities and Exchange
Commission on February 6, 2006.(5)
    
    Based on Schedule 13G filed by Columbia Wanger Asset Management with the Securities and
Exchange Commission on January 9, 2007.(6)
    
    Includes 4,334 directly owned shares and 3,999 shares of restricted stock.(7)
    
    Includes 67,419 deferred stock units and options to purchase 121,750 shares of Common Stock.(8)
    
    Includes 267,750 shares of stock held in an irrevocable trust that were granted under the
Companys 1995 Restricted Stock Plan in connection with Mr. Bonds Performance Unit Agreement,
2,250 shares held by his spouse, 11,806 shares directly owned, 5,374 deferred stock units, and
options to purchase 261,750 shares of Common Stock granted pursuant to the Companys Key
Personnel Plan. This amount excludes 700 shares held by the Andrew Bond Trust with respect to
which Mr. Bond disclaims beneficial ownership. Page 16




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##### Table of Contents



(9)
    
    Includes 81,630 shares held by the 1996 Carell Grandchildrens Trusts with respect to which
Mrs. Brown is a co-trustee, 20,000 shares held by the Kathryn Carell Brown Foundation with
respect to which Mrs. Brown serves on the Board of Trustees, 79,303 shares held by the 2002
Katheryn Carell Brown Charitable Trust, 2,021,887 shares held by various trusts of which Mrs.
Brown serves on the committee which has investment power with respect to Central Parking
Common Stock held by such trusts and 3,999 restricted shares. This amount excludes 6,696,153
shares held by The Carell Childrens Trust with respect to which Mrs. Brown is a beneficiary.
See footnote 3. This amount also excludes 61,823 shares held by her spouse and trusts for the
benefit of Mrs. Browns children of which Mrs. Brown disclaims beneficial ownership.(10)
    
    Includes 2,000 restricted shares.(11)
    
    Includes 4,500 shares held by Mr. Nelsons spouse, of which Mr. Nelson disclaims beneficial
ownership, and options to purchase 23,000 shares of Common Stock, restricted shares of 3,999
and directly owned shares of 14,693.(12)
    
    Includes 18,601 deferred stock units, options to purchase 249,250 shares of Common Stock and
16,376 shares directly owned by Mr. Eads.(13)
    
    Includes options to purchase 14,125 shares of common stock.(14)
    
    Includes 13,879 deferred stock units, options to purchase 179,250 shares of common stock and
11,491 shares directly owned by Mr. Kahn.(15)
    
    Includes 667,779 shares of Common Stock owned by a partnership of which Mr. Katz is a general
partner, options to purchase 25,250 shares of the Companys Common Stock, 3,999 restricted
shares and 4,657 shares directly owned by Mr. Katz.(16)
    
    Includes 5,334 shares directly owned and 3,999 restricted shares.(17)
    
    Includes 3,334 directly owned shares and 3,999 restricted shares of stock.(18)
    
    Includes options to purchase 93125 shares of common stock.(19)
    
    Includes options to purchase 1,947,794 shares of the Companys Common Stock, 150,603 deferred
stock units and 293,744 shares of restricted stock. 
 Item 13. Certain Relationships and Related Transactions
   Page 17




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##### Table of Contents



Item 14. Principal Accounting Fees and Services
  Page 18




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##### Table of Contents



AUDITORS FEES
  2006
    
    
    2005Audit Fees (1)
    
    $
    1,944,178
    
    
    $
    2,246,752Audit-Related Fees (2)
    
    
    439,509
    
    
    
    294,660Tax Fees (3)
    
    
    10,150
    
    
    
    11,200All Other Fees
    
    
    
    
    
    
    Total Fees for Services Provided
    
    $
    2,393,837
    
    
    $
    2,552,612
 
 (1)
    
    Audit Fees include fees for professional services rendered in connection with the
audit of the Companys consolidated annual financial statements and internal controls over
financial reporting for the years ended September 30, 2006 and 2005, and the limited
reviews of the condensed financial statements included in the Companys Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission during fiscal 2006 and
2005.(2)
    
    In fiscal 2006 and 2005, audit-related fees consisted of fees paid for professional
services rendered in connection with internal control reports; statutorily or
contractually required audits of individual parking facilities; and audits of employee
benefit plans.(3)
    
    Tax Fees for tax related services, principally consist of tax compliance services,
rendered to the Company by KPMG LLP. .
  
   CENTRAL PARKING CORPORATIONDate: January 29, 2007
    /s/ Jeff HeavrinJeff HeavrinSenior Vice President and
Chief Financial Officer Page 19




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    
    

    
    
    Document2
    
    
    
    
    
    
    Plan of Recapitalization, effective October 9, 1997 (Incorporated by reference to Exhibit 2 to the
Companys Registration Statement No. 33-95640 on Form S-1).2.1
    
    
    
    
    
    
    Agreement and Plan of Merger dated September 21, 1998, by and among the Registrant, Central
Merger Sub, Inc., Allright Holdings, Inc., Apollo Real Estate Investment Fund II, L.P. and AEW Partners, L.P.
(Incorporated by reference to Exhibit 2.1 to the Companys Registration Statement No. 333-66081 on Form S-4 filed on
October 21, 1998).2.2
    
    
    
    
    
    
    Amendment dated as of January 5, 1999, to the Agreement and Plan of Merger dated September 21,
1998 by and among the Registrant, Central Merger Sub, Inc., Allright Holdings, Inc., Apollo
Real Estate Investment Fund II, L.P. and AEW Partners, L.P. (Incorporated by reference to
Exhibit 2.1 to the Companys Registration Statement No. 333-66081 on Form
S-4 filed on October 21, 1998, as amended).3.1
    
    
    
    (a
    )
    
    Amended and Restated Charter of the Registrant (Incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement No. 333-23869 on Form S-3).(b
    )
    
    Articles of Amendment to the Charter of Central Parking
Corporation increasing the authorized number of shares of common stock,
par value $0.01 per share, to one hundred million (Incorporated by
reference to Exhibit 2 to the Companys 10-Q for the quarter ended March
31, 1999).3.2
    
    
    
    
    
    
    Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement No. 333-23869 on Form S-3).4.1
    
    
    
    
    
    
    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement No. 33-95640 on Form S-1).4.2
    
    
    
    
    
    
    Registration Rights Agreement dated as of September 21, 1998 by and between the Registrant, Apollo Real Estate Investment Fund II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr., The Monroe Carell Jr. Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust, Monroe Carell Jr. 1994 Grantor Retained Annuity Trust, The Carell Childrens Trust, The 1996 Carell
Grandchildrens Trust, The Carell Family Grandchildren 1990 Trust, The Kathryn Carell Brown Foundation, The Edith Carell Johnson Foundation, The Julie Carell Stadler Foundation, 1997 Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson Trust, 1997 Julia Claire Stadler Trust, 1997 William Carell Johnson Trust, 1997 David Nicholas Brown Trust and 1997 George Monroe Stadler Trust (Incorporated by reference to Exhibit 4.4 to the Companys Registration Statement No. 333-66081 filed on October
 21, 1998).4.3
    
    
    
    
    
    
    Amendment dated January 5, 1999 to the Registration Rights Agreement dated as of
September 21, 1998, by and between the Registrant, Apollo Real Estate Investment fund
II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr., The Monroe Carell Jr.
Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust, Monroe Carell Jr.
1994 Grantor Retained Annuity Trust, The Carell Childrens Trust, The 1996 Carell
Grandchildrens Trust, The Carell Family Grandchildren 1990 Trust, The Kathryn Carell
Brown Foundation, The Edith Carell Johnson Foundation, The Julie Carell Stadler
Foundation, 1997 Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson Trust, 1997 Julia
Claire Stadler Trust, 1997 William Carell Johnson Trust, 1997 David Nicholas Brown
Trust and 1997 George Monroe Stadler Trust (Incorporated by reference to Exhibit 4.4.1
to the Companys Registration Statement No. 333-66081 filed on October 21, 1998, as
amended).4.4
    
    
    
    
    
    
    Indenture dated March 18, 1998 between the registrant and Chase Bank of Texas,
National Association, as Trustee regarding up to $113,402,050 of 5-1/4 % Convertible
Subordinated Debentures due 2028 (Incorporated by reference to Exhibit 4.5 to the
Registrants Registration Statement No. 333-52497 on Form S-3).




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##### Table of Contents



ExhibitNumber
    
    

    
    
    
    Document4.5
    
    
    
    
    
    
    Amended and Restated Declaration of Trust of Central Parking Finance Trust dated as of March
18, 1998 (Incorporated by reference to Exhibit 4.5 to the Registrants Registration Statement No.
333-52497 on Form S-3).4.6
    
    
    
    
    
    
    Preferred Securities Guarantee Agreement dated as of March 18, 1998 by and between the Registrant
and Chase Bank of Texas, national Association as Trustee (Incorporated by reference to Exhibit 4.7 to
the Registrants Registration Statement No. 333-52497 on Form S-3).4.7
    
    
    
    
    
    
    Common Securities Guarantee Agreement dated March 18, 1998 by the Registrant (Incorporated by
reference to Exhibit 4.9 to 333-52497 on Form S-3).10.1
    
    
    
    
    
    
    Executive Compensation Plans and Arrangements(a
    )
    
    1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel (Incorporated by reference to Exhibit 10.1 to the Companys
Registration Statement No. 33-95640 on Form S-1).(b
    )
    
    Amendment to the 1995 Incentive and Nonqualified Stock
Option Plan for Key Personnel increasing the number of shares licensed for
issuance under the plan to 3,817,500 (Incorporated by reference to Exhibit
10.1 (b) of the Companys Annual Report on Form 10-K for the year ended
September 30, 2000).(c
    )
    
    Form of Option Agreement under Key Personnel Plan
(Incorporated by reference to Exhibit 10.2 to the Companys Registration
Statement No. 33-95640 on Form S-1).(d
    )
    
    1995 Restricted Stock Plan (Incorporated by reference to
Exhibit 10.5.1 to the Companys Registration Statement No. 33-95640 on
Form S-1).(e
    )
    
    Form of Restricted Stock Agreement (Incorporated by
reference to Exhibit 10.5.2 to the Companys Registration Statement
No.33-95640 on Form S-1).(f
    )
    
    Monroe J. Carell, Jr. Employment Agreement dated as of
December 14, 2004, as amended October 26, 2004, and
November  28, 2006
(Incorporated by reference to Exhibit 10.1(f) to the Companys Annual
Report on Form 10-K/A filed on December 17, 2004) and
(Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on October 31, 2006.)(g
    )
    
    Monroe J. Carell, Jr. Revised Deferred Compensation
Agreement dated as of December 14, 2004, as amended (Incorporated by
reference to Exhibit 10.1(g) to the Companys Annual Report on Form 10-K/A
filed on December 17, 2004)(h
    )
    
    Performance Unit Agreement between Central Parking
Corporation and James H. Bond dated as of June 26, 1986 (Incorporated by
reference to Exhibit 10.11.1 to the Companys Registration Statement No.
33-95640 on Form S-1.)(i
    )
    
    Modification of Performance Unit Agreement of James H. Bond
dated as of October 10, 1995 (Incorporated by reference to Exhibit 10.1
(j) to the Companys Annual Report on Form 10-K filed on December 27,
1997).(j
    )
    
    Second modification of Performance Unit Agreement of
James H. Bond updated as of May 30, 2001 (Incorporated by reference to
Exhibit 10.1 (k) to the Companys Report on Form 10-Q for the period ended
March 31, 2001).(k
    )
    
    Third modification of Performance Unit Agreement of James
H. Bond updated as of October 30, 2001. (filed herewith)(l
    )
    
    Deferred Stock Unit Plan (Incorporated by reference to
Exhibit 10.1(n) to the Companys Annual Report on Form 10-K filed on
December 21, 2001).




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##### Table of Contents



ExhibitNumber
    

    
    
    
    
    Document(m
    )
    
    James H. Bond Employment Agreement dated as of September 5,
2003 (Incorporated by reference to Exhibit 10.1 (p) to the companys
Report on Form 10-Q for the period ended June 30, 2001).(n
    )
    
    Amendment No. 1 effective June 1, 2005, to the 2003 Employment Agreement
between the Company and Jeff Heavrin. (Incorporated by
reference to Exhibit 10.1 (p) to the Companys Report on
form 10-K for year ended September 2005)(o
    )
    
    Emanuel J. Eads Employment Agreement dated as of August 2, 2005
(Incorporated by reference to
Exhibit 10.2 to the Companys Report on Form 10-Q for period ended
December 31, 2005)(p
    )
    
    Form of Senior Executive Employment Agreement (Incorporated
by reference to Exhibit 10.1(t) to
the Companys Annual Report on Form 10-K filed on December 24, 2003)10.2
    
    
    
    (a
    )
    
    1995 Nonqualified Stock Option Plan for Directors (Incorporated by reference to
Exhibit 10.3 to the Companys Registration Statement No. 33-95640 on Form S-1).(b
    )
    
    Amendment to the 1995 Nonqualified Stock Option Plan for
Directors increasing the number of shares reserved for issuance under the
plan to 475,000 (Incorporated by reference to Exhibit 10.2 to the
Companys Annual Report on Form 10-K filed on December 21, 2001).10.3
    
    
    
    
    
    
    Form of Option Agreement under Directors plan (Incorporated by reference to Exhibit 10.4 to the Companys Registration Statement No. 33-95640 on Form S-1).10.4
    
    
    
    
    
    
    Form of Indemnification Agreement for Directors (Incorporated by reference to Exhibit 10.12 to the Companys Registration Statement No. 33-95640 on Form S-1).10.5
    
    
    
    
    
    
    Indemnification Agreement for Monroe J. Carell, Jr. (Incorporated by reference to Exhibit 10.13 to the Companys Registration Statement No. 33-95640 on Form S-1).10.6
    
    
    
    
    
    
    Form of Management Contract (Incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-K filed on December 21, 2001).10.7
    
    
    
    
    
    
    Form of
Lease (Incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K filed on December 21, 2001).10.8
    
    
    
    
    
    
    1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.16 to the Companys Registration Statement No. 33-95640 on Form S-1).10.9
    
    
    
    
    
    
    Exchange Agreement between the Company and Monroe J. Carell, Jr. (Incorporated by reference to Exhibit 10.18 to the Companys Registration Statement No. 33-95640 on Form S-1).10.10
    
    
    
    
    
    
    Limited Partnership Agreement dated as of August 11, 1999, by and between CPS of the Northeast, Inc. and Arizin Ventures, L.L.C. (Incorporated by reference to Exhibit 10.21 of the Companys Report on Form 10-K for the period ended September 30, 1999).10.11
    
    
    
    
    
    
    Shareholders Agreement and Agreement Not to Compete by and among Central Parking Corporation, Monroe J. Carell, Jr., Lewis Katz and Saul Schwartz dated as of February 12, 1998 (Incorporated by reference to Exhibit 10.23 of the Companys Report on Form 10-K for the period ended September 30, 1999).10.12
    
    
    
    
    
    
    Lease Agreement dated as of October 6, 1995, by and between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Alloway Parking Lot) (Incorporated by reference to Exhibit 10.24 of the
Companys Report on Form 10-K for the period ended September 30, 1999).10.13
    
    
    
    
    
    
    First Amendment to Lease Agreement dated as of July 29, 1997, by and between The Carell Family LLC and Central Parking System of Tennessee, Inc. (Alloway Parking Lot) (Incorporated by reference to Exhibit 10.25 of the Companys Report on Form 10-K for the period ended September 30, 1999).




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##### Table of Contents



ExhibitNumber
    
    
    

    
    
    Document10.14
    
    
    
    
    
    
    Lease Agreement dated as of October 6, 1995 by and between The Carell Family LLC and Central Parking System of Tennessee, Inc. (Second and Church Parking Lot) (Incorporated by reference to Exhibit 10.26 of the Companys Report on Form 10-K for the period ended September 30, 1999).10.15
    
    
    
    
    
    
    First Amendment to Lease Agreement dated as of October 6, 1995, by and between The Carell
Family LLC and Central Parking System of Tennessee, Inc. (Second and Church Parking Lot)
(Incorporated by reference to Exhibit 10.27 of the Companys Report on Form 10-K for the
period ended September 30, 1999).10.16
    
    
    
    
    
    
    Revolving Credit Note dated November 1, 2002, by Suntrust Bank and Central Parking Corporation. (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on February 18, 2003).10.17
    
    
    
    
    
    
    Promissory Note dated January 8, 2003 by Bank of America, N.A. and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.2 on Form 10-Q filed on February 18, 2003).10.18
    
    
    
    
    
    
    Credit Agreement dated February 28, 2003, among Central Parking Corporation, et. al and Bank of America, N.A., et al. (Incorporated by reference to Exhibit 99.2 on Form 8-K filed on March 4, 2003)10.19
    
    
    
    
    
    
    Waiver Agreement dated May 14, 2003, by Bank of America, N.A. and Central Parking Corporation. (Incorporated by reference to Exhibit 10.3 on Form 10-Q filed on May 15, 2003).10.20
    
    
    
    
    
    
    First Amendment to Credit Agreement dated August 12, 2003, by Bank of America, N.A. and Central Parking Corporation. (Incorporated by reference to Exhibit 10.3 on Form 10-Q filed on August 14, 2003).10.21
    
    
    
    
    
    
    Second Amendment to the Credit Facility dated June 4, 2004 by Bank of America, N.A. and Central Parking Corporation (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on August 13, 2004)10.22
    
    
    
    
    
    
    Third Amendment to the Credit Facility dated January 25, 2005 by Bank of America, N.A. and Central Parking Corporation (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on February 9, 2005).10.23
    
    
    
    
    
    
    Fourth Amendment to Credit Agreement dated August 11, 2005, among Central Parking Corporation, et. al and Bank of America, N.A., et. al. (Incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 12, 2005).10.24
    
    
    
    
    
    
    Fifth Amendment to Credit Agreement dated as of April 7, 2006, by Bank of America, N. A. and
Central Parking Corporation (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on
May 10, 2006)10.25
    
    
    
    
    
    
    International Swap Dealers Association, Inc. Master Agreement dated as of June 9, 2003, by JP Morgan Chase Bank and Central Parking Corporation. (Incorporated by reference to Exhibit 10.4 on Form 10-Q filed on August 14, 2003).10.26
    
    
    
    
    
    
    International Swap Dealers Association, Inc. Master Agreement dated as of May 23, 2003, by SunTrust Bank and Central Parking Corporation. (Incorporated by reference to Exhibit 10.5 on Form 10-Q filed on August 14, 2003).10.27
    
    
    
    
    
    
    Waiver Agreement dated October 12, 2005 by and between the Company and Central Parking System,
Inc., Allright Corporation, Kinney System Inc., CPS Finance, Inc., and Central Parking System of Tennessee, Inc., and certain subsidiaries of the Company and a group of lenders having Bank of America, N. A. as their administrative agent (the Lenders). (Incorporated by reference to Exhibit 10.28 of the Companys Report on Form 10-K for the period ended September 30, 2005)




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##### Table of Contents



ExhibitNumber
    
    
    

    
    
    Document21
    
    
    
    
    
    
    Subsidiaries
of the Registrant (incorporated by reference to Exhibit 21 on Form
10-K filed on December 14, 2006).23
    
    
    
    
    
    
    Consent of
KPMG LLP (incorporated by reference to Exhibit 23 on Form 10-K filed
on December 14, 2006).31.1
    
    
    
    
    
    
    Certification of Emanuel Eads pursuant to Rule 13a-14(a).31.2
    
    
    
    
    
    
    Certification of Jeff Heavrin pursuant to Rule 13a-14(a).32.1
    
    
    
    
    
    
    Certification of Emanuel Eads pursuant to Section 1350.32.2
    
    
    
    
    
    
    Certification of Jeff Heavrin pursuant to Section 1350.