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                                                                   EXHIBIT 10.20


                        SETTLEMENT AGREEMENT AND RELEASE

         This Settlement Agreement and Release (the "Agreement") is made and
entered into by and between G. WALTER STUELPE, a natural person ("Stuelpe"), and
APCOA/STANDARD PARKING, INC., a Delaware corporation (together with its
predecessors in interest, the "Company").

                               W I T N E S E T H:

         WHEREAS, Stuelpe was previously employed by the Company as its
President pursuant to a certain Executive Employment Agreement dated December
12, 1994 (the "Employment Agreement"); and

         WHEREAS,  Stuelpe's employment by the Company terminated as of 11:59
p.m. CST on February 29, 2000;  (the "Termination Date") and

         WHEREAS, Stuelpe and the Company desire to settle, inter alia, all
matters relating to Stuelpe's employment by the Company, the termination of such
employment, and the rights and obligations of Stuelpe and the Company under the
Employment Agreement;

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:

         1. Date Agreement Becomes Legally Binding. This Agreement shall become
effective and legally binding on the Effective Date (as defined below), but only
if Stuelpe executes this Agreement no later than the twenty-first (21st) day
following the Submission Date (as defined below), subject to Stuelpe's right to
revoke this Agreement pursuant to Section 7(e) hereof.

         2. Definitions. The following terms shall have the  meanings set forth
below  whenever  used in this document:

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            (a) Affiliate. The word "Affiliate" shall mean any corporation or
                other organization that, directly or indirectly, through one or
                more intermediaries, controls, is controlled by, or is under
                common control with the Company.

            (b) Beneficiary. "Beneficiary" shall mean any person who becomes
                entitled to receive amounts pursuant to this Agreement because
                of the death of Stuelpe.

            (c) Board. "Board" shall mean the Company's duly elected Board of
                Directors as constituted at any time.

            (d) Business of the Company. "Business of the Company" shall mean
                the business of leasing and managing open air parking lots and
                indoor garages and ramps for the purpose of parking motor
                vehicles on a leasehold, licensed, concession or management fee
                basis throughout the United States and Canada under agreement
                with municipalities, owners of properties, and/or otherwise,
                whether conducted directly by the Company or through an
                Affiliate.

            (e) Effective Date. "Effective Date" shall mean the eighth (8th) day
                following the day Stuelpe executes this Agreement.

            (f) Employee Benefit Plans. "Employee Benefit Plans" shall mean the
                plans, arrangements, and policies maintained by the Company
                under which Stuelpe was provided employment-related benefits as
                of the Termination Date.




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            (g) Employment Agreement. "Employment Agreement" shall mean that
                certain Executive Employment Agreement dated December 12, 1994,
                by and between Stuelpe and the Company.

            (h) 401(k) Plan. "401(k) Plan" shall mean the Apcoa/Standard Parking
                401(k) Savings Plan, as amended.

            (i) 401(k) Wrap Around Plan. "401(k) Wrap Around Plan" shall mean
                the Apcoa, Inc. 401(k) Wrap Around Plan, as amended.

            (j) Key Executive Officers Retirement Plan. "Key Executive Officers
                Retirement Plan" shall mean the Apcoa, Inc. Retirement Plan for
                Key Executive Officers, which was adopted by the Company on
                April 14, 1989.

            (k) Promissory Note. "Promissory Note" shall mean that certain
                Promissory Note dated June 25, 1998, in the principal amount of
                $250,000.00, executed by Stuelpe in favor of the Company.

            (l) Salary. "Salary" shall mean, (i) as of the Termination Date and
                for the remainder of calendar year 2000, an annual amount equal
                to $449,074.00; and (ii) effective as of January 1, 2001, and
                for the remainder of calendar year 2001, an annual amount equal
                to $462,546.00.

            (m) Submission Date. "Submission Date" shall mean the date this
                Agreement is submitted to Stuelpe, as set forth on page 25
                hereof.

            (n) Supplemental Pension Plan. "Supplemental Pension Plan" shall
                mean the Supplemental Pension Plan, Amended as of 9/1/93, which
                is sponsored and maintained by the Company.



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            (o) Termination Date. "Termination Date" shall mean February 29,
                2000, the date Stuelpe ceased to be employed by the Company.

         3. Termination of Employment. Stuelpe ceased to be employed by the
Company as of 11:59 p.m CST on the Termination Date. Until such time, Stuelpe
was employed by the Company as its President pursuant to terms of the Employment
Agreement.

         4. Payments, Benefits, Etc. Provided by the Company to Stuelpe.

            (a) Salary Continuation. Following the Termination Date, the Company
                shall continue to pay to Stuelpe the Salary through June 30,
                2001, at such times as it normally pays executive salaries.

            (b) Payment in Lieu of Salary Continuation. On July 1, 2001, the
                Company shall pay to Stuelpe an amount equal to $245,827.00,
                which amount represents the commuted single lump-sum value of
                the continued periodic payments of the Salary to Stuelpe from
                July 1, 2001 through December 31, 2001, and such payment shall
                be in lieu, and in full satisfaction, of any obligation of the
                Company to continue to pay the Salary to Stuelpe in respect of
                periods after June 30, 2001.

            (c) Certain Employee Benefit Plans. For the period beginning on
                March 1, 2000 and ending on December 31, 2000, but only if
                Stuelpe exercises his right to elect health continuation
                coverage under 26 U.S.C. ss.4980B, Stuelpe shall continue to
                participate in the health insurance and medical expense
                reimbursement plans of the Company in which he participated as
                of the Termination Date (or any successor plans which cover the
                Company's senior officers) as though he had remained employed by
                the


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                Company, and for such period of continued participation, the
                Company shall pay such portion of the premiums normally charged
                to former employees and shall pay to Stuelpe such additional
                amounts as shall be necessary so that Stuelpe's costs for such
                continued participation on an after-tax basis do not exceed the
                costs he would have incurred had he remained employed by the
                Company. For the period beginning on March 1, 2000 and ending on
                December 31, 2000, the Company shall pay all premiums necessary
                so that Stuelpe continues to be covered by life insurance,
                accidental death and dismemberment insurance, business travel
                accident insurance, and long-term disability insurance providing
                coverage comparable to that which he received as of the
                Termination Date under the Company's group term life insurance,
                accidental death and dismemberment insurance, business travel
                accident insurance and group and individual long-term disability
                insurance plans (subject to Stuelpe's continuing to pay his
                share of such premiums, if applicable, at the same rate as of
                the Termination Date) and shall pay to Stuelpe such additional
                amounts as shall be necessary so that Stuelpe's costs for such
                continued participation on an after-tax basis do not exceed the
                costs he would have incurred had he remained employed by the
                Company. As soon as practicable after the Effective Date, the
                Company shall pay to Stuelpe, in a single lump sum, an amount
                (the "Additional Contributions") equal to the amount of the
                Company's matching contributions which were made (or which will
                be made) in respect of Stuelpe under the 401(k) Plan and the



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                401(k) Wrap Around Plan for calendar year 1999 minus any such
                contributions which were actually made for Stuelpe's benefit for
                any period commencing after calendar year 1999 and based on his
                elective contributions under the 401(k) Plan (but only to the
                extent they were based on Stuelpe's compensation from the
                Company for services performed in respect of any period
                commencing after calendar year 1999), together with an
                additional amount so that, on an after-tax basis determined
                immediately after such amount is paid to Stuelpe, Stuelpe shall
                be in the same position as though the Additional Contributions
                had actually been made to the 401(k) Plan and the 401(k) Wrap
                Around Plan in respect of calendar year 2000. The amount of the
                payment to Stuelpe pursuant to the preceding sentence as well as
                any other amounts required to satisfy the requirements of this
                subsection (c) in respect of Stuelpe's after-tax position shall
                be calculated at the Company's cost and expense by Ernst & Young
                LLP, and its determination of such amounts shall be final and
                binding upon both Stuelpe and the Company, and Stuelpe and the
                Company shall each provide Ernst & Young LLP with such
                information as it may reasonably request in order to calculate
                such amounts.

            (d) Continuation of Certain Fringe Benefits. From March 1, 2000
                until December 31, 2000, the Company shall, consistent with its
                past practices in respect of Stuelpe, continue to provide
                Stuelpe with the automobile provided to him by the Company as of
                the Termination Date and upon the same terms and conditions.
                From March 1, 2000 until December 31,


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                2000, the Company will, consistent with its past practices in
                respect of Stuelpe, continue to pay dues, capital charges,
                service/privilege fees, and assessments in respect of Stuelpe's
                memberships in Mayfield Country Club, Mayfield, Ohio, the Union
                Club, Cleveland, Ohio, Sand Ridge Golf Club, Chardon, Ohio and
                the Double Eagle Club, Galena, Ohio.

            (e) Promissory Note Forgiveness. The remaining outstanding principal
                balance of the Promissory Note and any accrued and unpaid
                interest thereon shall be forgiven in full as of the Termination
                Date and, as soon after the Effective Date as is practicable,
                the Company shall make Stuelpe whole on an after-tax basis for
                any federal, state and local income taxes incurred by Stuelpe
                with respect to such forgiveness (the "Tax Gross-Up Amount").
                The Tax Gross-Up Amount shall be calculated at the Company's
                cost and expense by Ernst & Young LLP, and its determination of
                the Tax Gross-Up Amount shall be final and binding upon both
                Stuelpe and the Company. Stuelpe and the Company shall each
                provide Ernst & Young LLP with such information as it may
                reasonably request in order to calculate the Tax Gross-Up
                Amount.

            (f) Stuelpe's Legal Fees. As soon as practicable following the
                Effective Date, the Company shall pay (or reimburse Stuelpe's
                payment of) all reasonable legal fees incurred by Stuelpe in
                respect of the negotiation and preparation of this Agreement, up
                to a maximum of $35,000 in the aggregate.

            (g) Supplemental Pension Plan. As soon as practicable following the
                Effective Date, the Company will deliver to Stuelpe, free and
                clear of any



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                claims of the Company and any policy loans, with premiums paid
                up through December 31, 2000, and with its cash surrender value
                intact, Policy No. CG5073054 issued on Stuelpe's life by
                Connecticut General Life Insurance Company, and delivery of such
                life insurance policy shall be in lieu, and in full
                satisfaction, of all obligations and benefits under the
                Supplemental Pension Plan.

            (h) Expense Reimbursement. As soon as practicable following the
                Effective Date, the Company shall reimburse Stuelpe for all
                reasonable expenses he incurred relating to the conduct of the
                Business of the Company prior to the Submission Date and for
                which he has not previously been reimbursed. Any such expense
                reimbursement shall be conditioned upon Stuelpe presenting to
                the Company an itemized account of such expenses with supporting
                documents. Reimbursable expenses shall include reasonable and
                necessary expenses for entertainment, travel, meals and hotel
                accommodations, and Stuelpe's operation of an automobile while
                he was an employee of the Company, as described in the
                Employment Agreement.

            (i) Key Executive Officers Retirement Plan. On April 1, 2000, the
                Company will pay to Stuelpe $1,270,424.00, which amount
                represents the commuted single lump-sum value of Stuelpe's
                accrued benefits under the Key Executive Officers Retirement
                Plan, calculated as though Stuelpe had continued to accrue
                benefits thereunder until December 31, 2000, and



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                shall be in lieu, and in full satisfaction, of all obligations
                and benefits under the Key Executive Officers Retirement Plan.


            (j) 1999 Bonus. The Company shall pay Stuelpe a bonus for calendar
                year 1999 in an amount determined pursuant to the formula set
                forth in Exhibit B to the Employment Agreement. Such amount
                shall be paid to Stuelpe at the same time as the Company's other
                senior executives receive their bonuses for calendar year 1999,
                but in no event later than April 15, 2000.

            (k) Employee Benefit Plans -- In General. In connection with his
                termination of employment, except as otherwise provided
                hereunder, upon the termination of his active participation in
                any Employee Benefit Plan or thereafter, Stuelpe shall receive
                such benefits as he may be entitled to receive under the
                respective Employee Benefit Plan in accordance with the terms of
                such Employee Benefit Plan.

            (l) Continued Indemnification. On and after the Termination Date,
                the Company shall continue to indemnify Stuelpe to the full
                extent permitted by law against liability claims arising out of
                his activities as an employee or director of the Company at any
                time and to provide him with continued coverage in respect of
                such claims under any Directors and Officers insurance policy
                the Company maintains to the maximum extent any Company officer
                or director is covered.

            (m) No Offsets. Except in respect of a claim against Stuelpe for
                which the Company has not released Stuelpe pursuant to Section 8
                hereof, the Company shall have no right to reduce any amount
                payable to Stuelpe



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                pursuant to this Agreement or fail to provide any other benefits
                to Stuelpe pursuant to this Agreement for any reason (including,
                without limitation, any alleged breach by Stuelpe of his
                obligations hereunder). In the event the Company fails timely to
                pay any amount to Stuelpe or provide any benefit to Stuelpe
                required hereunder, upon demand by Stuelpe the Company shall
                make such payment or provide such benefit together with interest
                at the annual rate of 8% (calculated on the amount of the
                payment or value of the benefit) from the date such payment was
                to be made or benefit provided, and the Company shall pay in
                full any attorneys' fees incurred by Stuelpe in enforcing his
                right to receive such payment or benefit.

            (n) Stuelpe's Personal Property. After the Termination Date, Stuelpe
                shall be given reasonable access to the premises of the Company
                and the Affiliates for the purpose of removing Stuelpe's
                personal property and effects from such premises.

         5. Consulting Services. After the Termination Date, in the event
Stuelpe provides consulting services relating to prospective acquisitions by the
Company or an Affiliate and/or other significant transactions in respect of the
Business of the Company, Stuelpe shall receive such compensation as the parties
shall have agreed upon in writing. Stuelpe shall, for all purposes, be an
independent contractor when performing any such consulting services, shall be
solely responsible for all taxes (including estimated tax payments) and
reporting of amounts he receives for services as a consultant, and shall not be
considered an "employee" for purposes of any benefit plans.



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         6. Restrictive Covenants.

            (a) Secret and Confidential Information. During his tenure as an
                officer and employee of the Company, Stuelpe has had access to
                and has gained knowledge with respect to the Company's trade
                secrets, as they may exist from time to time, and confidential
                information concerning its financial statements, operations,
                sales and marketing activities and procedures, bidding
                techniques, design and construction techniques, customer lists,
                list of owners of parking facilities, and credit and financial
                data concerning such persons (in the aggregate referred to
                hereinafter as "Secret and Confidential Information"). Stuelpe
                acknowledges that the Secret and Confidential Information
                constitutes a valuable, special and unique asset of the Company
                as to which the Company has the right to retain and hereby does
                retain all of its proprietary interests. In recognition of this
                fact, Stuelpe agrees that he will not, on and after the
                Termination Date, disclose any of the Secret and Confidential
                Information to any person, firm, corporation, association or
                other entity for any reason or purpose whatsoever (except as
                necessary in the performance of consulting services under
                Section 5 hereof) or make use of any of the Secret and
                Confidential Information for his own purposes or those of
                another but only if with respect to any such disclosure or use
                there is a reasonable possibility that such disclosure or use
                could have a materially adverse effect upon the Company. The
                provisions contained in this subsection (a) shall also apply to
                information obtained by Stuelpe, in the course of his employment
                by or



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                consulting relationship with the Company, with respect to the
                Affiliates.

            (b) Stuelpe's Inventions, Etc. On and after the Termination Date,
                Stuelpe shall promptly disclose, grant and assign to the Company
                for its sole use and benefit any and all inventions,
                improvements, technical information and suggestions relating to
                the Business of the Company (in the aggregate referred to as the
                "Creations") which Stuelpe has conceived, developed or acquired
                during his employment (whether or not during the usual working
                hours) together with all patent applications, letters patent,
                copyrights and reissues thereof that may, at any time be granted
                for or upon any of the Creations. At all times on and after the
                Termination Date, Stuelpe shall promptly execute any and all
                documents requested to vest title to any and all of the
                Creations in the Company and enable it to obtain and maintain
                the entire right and title thereto throughout the world and
                render to the Company, at the Company's expense, any and all
                assistance required to protect its legal rights thereto.

            (c) Noncompetition. Subject to the next sentence, Stuelpe covenants
                and agrees that during the period commencing on March 1, 2000
                and ending on December 31, 2001, he shall not have any direct or
                indirect ownership or other financial interest in and will not,
                directly or indirectly, engage in, or in any manner become
                interested in (as principal, agent, consultant, advisor,
                officer, director, employee or otherwise), any business which
                competes with the Business of the Company in the geographic
                market in which the Company is then operating nor will he
                solicit business directly



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                or indirectly on behalf of such competing business. The
                restriction set forth in the preceding sentence shall not apply
                to any transaction or arrangement involving Stuelpe to which the
                Company consents in writing. Nothing herein shall preclude
                Stuelpe from being a member of or serving as an officer or
                director of any trade association or from owning, of record or
                beneficially, in the aggregate up to five percent (5%) of any
                issue of securities of a publicly traded company.

            (d) Remedies. It is agreed by Stuelpe that the remedy at law for any
                breach or threatened breach of the covenants set forth in this
                Section 6 above will be inadequate and that any breach or
                attempted breach would cause such immediate and permanent damage
                as would be irreparable and the exact amount of which would be
                impossible to ascertain. Stuelpe further agrees that in the
                event of any such breach or threatened breach by him, in
                addition to any and all other legal and equitable remedies
                available, the Company may have any of such actions enjoined by
                any court authorized by law to take such action. The
                territorial, time and other limitations contained in this
                Section 6 above are reasonable and properly required for the
                adequate protection of the Business of the Company, and in the
                event that any one or more of such territorial, time or other
                limitation is found to be unreasonable or otherwise invalid in
                any jurisdiction, in whole or in part, the parties acknowledge
                and agree that such limitation shall remain valid in all other
                jurisdictions.



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         7. Stuelpe's Release of the Company, etc.; Right to Revoke Agreement.

            (a) In General. In consideration of the payments and benefits set
                forth in this Agreement, Stuelpe does hereby for himself and his
                heirs, executors, representatives, successors, and assigns,
                irrevocably release, acquit, and forever discharge the Company
                and the Affiliates, and their respective successors and assigns,
                together with their respective officers, directors,
                shareholders, management, agents, employees, representatives,
                and attorneys (collectively, "the Releasees"), of and from any
                and all claims, liabilities, losses, demands, actions or causes
                of action, damages, or suits at law or equity, of whatsoever
                kind or nature, whether known or unknown, suspected or
                unsuspected, including, but not limited to, all claims and/or
                demands for back pay, reinstatement, hire or re-hire, front pay,
                group insurance or employee benefits of whatsoever kind, claims
                for monies and/or expenses, any claims arising out of or
                relating to Stuelpe's employment with the Company or any of its
                Affiliates, any claims of discrimination on any basis, whether
                arising under federal, state or local law and in particular
                including any claim for discrimination based upon race, color,
                ethnicity, sex, age, national origin, religion, disability, or
                any other unlawful criterion or circumstance, any claims for
                breach of express/implied contract and/or sounding in
                "promissory estoppel," any action alleging "wrongful
                termination," any claims for violation of public policy, any
                claims for emotional distress and/or mental pain and suffering,
                any claims for


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                defamation and/or tortious interference with actual and/or
                prospective business relationships, any claims for failing to
                obtain employment at any other company or with any other person
                or employer, and demands for attorney's fees and legal expenses,
                that Stuelpe had, now has, or may have in the future against the
                Releasees, by reason of, or in any manner whatsoever connected
                with, any matter or thing arising out of, or in any way
                connected with, directly or indirectly, any act and/or omission
                of the Releasees that has occurred prior to the Effective Date

            (b) Age Discrimination Release. Stuelpe recognizes and understands
                that, by executing this Agreement, he shall be releasing the
                Releasees from any claims that he now has, may have, or
                subsequently may have under the Age Discrimination in Employment
                Act of 1967, 29 U.S.C. ss.621, et seq., as amended, by reason of
                any matter or thing arising out of, or in any way connected
                with, directly or indirectly, any acts or omissions which have
                occurred prior to the Effective Date. In other words, by signing
                this Agreement, Stuelpe will have none of the legal rights
                against the aforementioned that he would otherwise have under
                the Age Discrimination in Employment Act of 1967, 29 U.S.C.
                ss.621, et seq., as amended. Stuelpe agrees and acknowledges
                that this Agreement includes additional, separate, and discrete
                consideration for his release, waiver, and discharge of claims
                of age discrimination.

            (c) Stuelpe's Representation. Stuelpe represents and warrants that,
                prior to the Effective Date, no claim, demand, cause of action,
                or obligation which is



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                subject to this Agreement has been assigned or transferred to
                any other person or entity, and no other person or entity has or
                has had any interest in said claims, demands, causes of action,
                or obligations, and that Stuelpe has the sole right to execute
                this Agreement.

            (d) Stuelpe's Right to Counsel; Consideration Period. The Company
                hereby informs Stuelpe of his right to consult with his chosen
                legal counsel before signing this Agreement. To ensure that
                Stuelpe's execution of this Agreement is knowing and voluntary,
                Stuelpe shall have until the twenty-first (21st) calendar day
                following the Submission Date (the "Consideration Period") to
                consider this Agreement. In executing this Agreement, Stuelpe
                expressly acknowledges that he has had twenty-one (21) days to
                consider this Agreement and that his execution of same is with
                full knowledge of the consequences thereof and is of his own
                free will.

            (e) Stuelpe's Right to Revoke. For a period of seven (7) calendar
                days following the end of the Consideration Period, Stuelpe may
                revoke this Agreement by giving the Company notice revoking the
                same. Such revocation of this Agreement by Stuelpe will
                terminate this Agreement in its entirety and all rights and
                obligations of the parties hereunder.

            (f) Release a Bar to Stuelpe's Claims. Stuelpe acknowledges and
                agrees that if he should hereafter make any claim or demand or
                commence or threaten to commence any action, claim or proceeding
                against the Releasees with respect to any cause, matter or thing
                which is the subject of this Section 7, this release may be
                raised as a complete bar to any such action, claim or



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                proceeding, and the applicable Releasee may recover from Stuelpe
                all costs incurred in connection with such action, claim or
                proceeding, including attorneys' fees.

         8. The Company's Release of Stuelpe, Etc. The Company, for itself and
its respective successors and assigns, hereby releases, acquits, and forever
discharges Stuelpe and his heirs, legal representatives, and assignees, jointly
and severally, from any and all claims, demands, damages, actions, and causes of
action which the Company has had, now has, or may have in the future, whether
known or unknown, suspected or unsuspected, by reason of, or in any manner
whatsoever connected with, or growing out of Stuelpe's employment relationship
with the Company. Notwithstanding the preceding sentence, the Company reserves
its rights and does not release Stuelpe and his heirs, legal representatives,
and assigns, jointly or severally, from any and all claims, demands, damages,
actions, and causes of action which the Company has had, now has, or may have in
the future, (i) by reason of any misconduct by Stuelpe during his employment
relationship with the Company or provision of consulting services under this
Agreement which was dishonest or fraudulent or arose from willful misconduct or
gross negligence and which materially harmed the Company or (ii) arising out of
or resulting from the breach of the provisions of this Agreement, including,
without limitation, claims for breach under Section 6. The Company represents
and warrants to Stuelpe that, as of the Submission Date, the Company does not
have actual knowledge of any such misconduct by Stuelpe as described in the
preceding sentence; provided, if the Company becomes aware of any such
misconduct on or after the Submission Date and prior to the Effective Date, it
shall immediately notify Stuelpe. For purposes of this Section 8, the word
"Company" shall be deemed to include all of the Affiliates, and the Company
shall



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cause the Affiliates to abide by the terms of this Section 8 as though
each Affiliate had actually executed this Agreement.

        9. Arbitration. Any disputes between the parties with respect to the
meaning or interpretation of this Agreement or the amounts of any payments
hereunder which cannot be settled amicably by the parties hereto shall be
settled by arbitration in Cleveland, Ohio, in accordance with the rules of
arbitration of the American Arbitration Association and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator shall be deemed to possess the powers to issue mandatory
orders and restraining orders in connection with such arbitration; provided,
however, that nothing in this Section 9 shall be construed so as to deny the
Company the right and power to seek and obtain equitable relief in accordance
with Section 6(d) of this Agreement. In the event either party seeks to have any
dispute under this Agreement settled by arbitration, either party may submit to
the same arbitrator any other disputes between the parties whether under this
Agreement or any other agreement between the parties.

        10. Post-Mortem Payments; Designation of Beneficiary. In the event of
Stuelpe's death, any amounts which would have been paid to Stuelpe hereunder had
he survived shall be paid to Stuelpe's beneficiary designated hereunder. At any
time after the execution of this Agreement, Stuelpe may prepare, execute, and
file with the Secretary of the Company a copy of the Designation of Beneficiary
form attached to this Agreement as Exhibit A. Stuelpe shall thereafter be free
to amend, alter or change such form; provided, however, that any such amendment,
alteration or change shall be made by filing a new Designation of Beneficiary
form with the Secretary of the Company. In the event Stuelpe fails to designate
a beneficiary, following his death all payments of the amounts which would have
been paid to Stuelpe's



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designated beneficiary pursuant to this Agreement shall instead be paid to
Stuelpe's spouse, if any, if she survives Stuelpe or, if there is no spouse or
she does not survive Stuelpe, to Stuelpe's estate.

         11. Representation of the Company. The Company represents and warrants
to Stuelpe that (i) the Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware; (ii) the
Company has the power and authority to enter into and carry out this Agreement,
and there exists no contractual or other restriction upon its so doing; and
(iii) the Company's entering into and performing this Agreement has been duly
authorized in accordance with the Company's Certificate of Incorporation and
By-Laws, as applicable.

         12. Miscellaneous.

            (a) Status as Unsecured Creditor. The undertakings of the Company
                hereunder constitute merely the unsecured promises of the
                Company. No property of the Company is or shall be, by reason of
                this Agreement, held in trust for Stuelpe. Stuelpe shall not
                have, by reason of this Agreement, any right, title or interest
                of any kind in or to any property of the Company.

            (b) Announcements. The parties shall agree upon the content of any
                public or private announcements including, without limitation,
                any announcements to the Company's employees or the trade
                concerning Stuelpe's termination of employment with the Company;
                provided, that the Company may make such filings with the United
                States Securities and Exchange Commission as may be required by
                applicable law without the agreement of Stuelpe.


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<PAGE>   20

            (c) Tax Withholding. The Company may withhold from any amounts
                payable to Stuelpe under this Agreement all amounts necessary to
                satisfy the requirements of any state or federal statute
                including, without limitation, the requirements of the United
                States Internal Revenue Code. Stuelpe agrees that amounts paid
                to him for consulting services pursuant to Section 5 will not be
                subject to tax withholding or reporting by the Company and all
                taxes thereon are his sole obligation.

            (d) Entire Agreement; Supersession of Prior Agreements. This
                Agreement constitutes the entire understanding and agreement
                between the parties concerning the subject matter hereof and,
                except as otherwise provided herein, supersedes in their
                entirety any prior agreements between Stuelpe and the Company
                including, without limitation, the Employment Agreement, the Key
                Executive Officers Retirement Plan, the Promissory Note, the
                Supplemental Pension Plan, and any term sheets with respect to
                this Agreement, and shall exclusively govern the rights and
                obligations of each party in respect of the other party. All
                negotiations between the parties concerning the subject matter
                hereof are superseded hereby, and there are no representations,
                warranties, covenants, understandings or agreements, oral or
                otherwise, in relation thereto between the parties other than
                those incorporated herein. No supplement, modification or
                amendment of this Agreement shall be binding unless executed in
                writing by the Company and Stuelpe.



                                       20
<PAGE>   21

            (e) Waiver. Failure by either party at any time to enforce any
                provision of this Agreement or to require performance by the
                other party of any provision hereof shall in no way affect the
                validity of this Agreement or any part hereof or the right of
                such party thereafter to enforce its rights hereunder, nor shall
                it be taken to constitute a waiver by such party of any default
                or breach hereof by the other party.

            (f) Time Periods, Etc. Any action required to be taken under this
                Agreement within a certain number of days shall be taken within
                that number of calendar days; provided, however, that if the
                last day for taking such action falls on a weekend or a holiday,
                the period during which such action may be taken shall be
                automatically extended to the next business day. If the day for
                taking any action under this Agreement falls on a weekend or a
                holiday, such action may be taken on the next business day.

            (g) Governing Law. This Agreement is executed in and shall be
                construed in accordance with and governed by the laws of the
                State of New York, without giving effect to the choice of law
                provisions of New York or any other jurisdiction.

            (h) Counterparts. This Agreement may be executed in multiple
                counterparts, each of which shall be deemed an original but all
                of which together shall constitute one and the same document.

            (i) Headings. The headings in this Agreement are intended solely for
                convenience of reference and shall be given no effect in the
                construction or interpretation of this Agreement.



                                       21
<PAGE>   22

            (j) No Strict Construction. The language used in this Agreement
                shall be deemed to be the language chosen by the parties to
                express their mutual intent, and no rule of strict construction
                shall be applied against either party.

            (k) Incorporation by Reference. The incorporation herein of any
                terms by reference to another document shall not be affected by
                the termination of any agreement set forth in such other
                document or the invalidity of any provisions thereof.

            (l) Gender; Number. The use of the feminine, masculine or neuter
                pronoun shall not be restrictive as to gender and shall be
                interpreted in all cases as the context may require. The use of
                the singular or plural herein shall not be restrictive as to
                number and shall be interpreted in all cases as the context may
                require.

            (m) Binding Effect; Assignment. This Agreement shall inure to the
                benefit of and be binding upon the Stuelpe and the Company and,
                as applicable, upon their respective legal representatives,
                designated beneficiaries, and successors and assigns. Except in
                respect of payments following Stuelpe's death, Stuelpe may not
                assign this Agreement or any rights or obligations hereunder
                without the prior written consent of the Company.

            (n) Severability. If any provision, term, clause or part thereof in
                this Agreement is invalid, it shall not affect the remainder of
                said provision, term or clause of this Agreement, but said
                remainder shall be binding and effective against both parties
                hereto.


                                       22
<PAGE>   23

            (o) Notices. All notices and other communications hereunder shall be
                in writing, and shall be either personally delivered, or sent by
                certified mail (return receipt requested), or sent by facsimile
                transmission (with electronic or written confirmation of
                receipt), and shall be deemed to have been duly given when
                received. Notices shall be delivered or sent to the parties at
                the following addresses and facsimile numbers (or at such other
                address or facsimile number for a party as shall be specified by
                like notice):


                (i) If to the Company, to

                    APCOA/STANDARD PARKING, INC.
                    900 North Michigan Avenue, Suite 1600
                    Chicago, Illinois 60611
                    Attention: Chief Executive Officer
                    Facsimile: (312) 640-6165

                    With a copy to:

                    Karen G. Krueger, Esq.
                    Wachtell, Lipton, Rosen & Katz
                    51 West 52nd Street
                    New York, New York 10019
                    Facsimile: (212) 403-2242

               (ii) If to Stuelpe, to:

                    G. Walter Stuelpe
                    7000 Gates Road
                    Gates Mills, Ohio 44040
                    Facsimile: (440) 461-2229



                                       23

<PAGE>   24

                    With a copy to:

                    Dale C. LaPorte, Esq.
                    Calfee, Halter & Griswold LLP
                    1400 McDonald Investment Center Building
                    800 Superior Avenue
                    Cleveland, Ohio  44114-2688
                    Facsimile: (216) 241-0816

            (p) No Coercion by the Company. Stuelpe acknowledges and agrees that
                his decision to execute this Agreement is entirely voluntary,
                and hereby acknowledges that he has not been pressured, coerced,
                or otherwise unduly influenced by the Company to execute this
                Agreement.

            (q) Confidentiality of Terms of Agreement, Etc. Except as compelled
                by a court of competent jurisdiction, Stuelpe shall hold the
                existence and terms of this Agreement in strict confidence and
                shall not disclose such information to any persons except
                Stuelpe's immediate family, legal counsel, and tax consultants,
                all of whom shall be instructed to hold such information in
                strict confidence. Except as compelled by a court of competent
                jurisdiction, the Company shall hold the existence and terms of
                this Agreement in strict confidence, and shall not disclose such
                information to any persons except members of the Board, its
                Chief Executive Officer, legal counsel and other professional
                advisors, all of whom shall be instructed to hold such
                information in strict confidence.

            (r) Further Assurances. From time to time after the Effective Date,
                upon request of the other party and without further
                consideration, each party shall execute and deliver to the other
                party any other document or instrument, and



                                       24
<PAGE>   25


                shall take any other action as may be reasonably requested of
                it, to the extent necessary to give effect to the provisions of
                this Agreement.

         13. Withdrawal of the Company's Offer. In the event that Stuelpe does
not execute this Agreement by the twenty-first (21st) day following the
Submission Date, the offer of the Company set forth in this Agreement shall be
withdrawn, and this Agreement shall be of no force and effect.



                    ________________________________________


DATE OF RECEIPT OF AGREEMENT                SIGNATURE OF STUELPE
BY STUELPE:                                 ACKNOWLEDGING RECEIPT OF
                                            AGREEMENT:

________________________, 2000              ________________________________
                                            G. WALTER STUELPE


                                            RECEIPT WITNESSED BY:

                                            ________________________________

                    ________________________________________

         IMPORTANT!! IF STUELPE DOES NOT EXECUTE THIS AGREEMENT (BY SIGNING ON
         THE FOLLOWING PAGE) BY THE 21ST DAY FOLLOWING THE DATE OF HIS RECEIPT
         OF THE AGREEMENT (SEE ABOVE), THE COMPANY'S OFFER AS SET FORTH IN THIS
         AGREEMENT SHALL BE WITHDRAWN AND THIS AGREEMENT SHALL BE OF NO FORCE
         AND EFFECT.








                                       25
<PAGE>   26



         IN WITNESS WHEREOF, the Company by its duly authorized officer, and
Stuelpe have executed this Agreement on the dates set forth below.
DATE OF EXECUTION BY THE
COMPANY:                                         APCOA/STANDARD PARKING, INC.
                                                 (the "Company")


________________________, 2000                   BY:___________________________
                                                 TITLE:________________________


                                                 EXECUTION WITNESSED BY:

                                                 ______________________________

DATE OF EXECUTION BY STUELPE:
______________________, 2000                     ______________________________
                                                 G. WALTER STUELPE
                                                 ("Stuelpe")

                                                 EXECUTION WITNESSED BY:

                                                 _______________________________

                      ___________________________________


         CAUTION TO STUELPE: READ THIS DOCUMENT CAREFULLY BEFORE SIGNING. THIS
         DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS AGAINST THE COMPANY AND
         OTHERS (SEE SECTION 7) ARISING PRIOR TO THE EFFECTIVE DATE OF THE
         AGREEMENT. THE EFFECTIVE DATE OF THE AGREEMENT IS EIGHT DAYS AFTER
         STUELPE EXECUTES THE AGREEMENT (SEE PRECEDING PAGE).







                                       26
<PAGE>   27



                                    EXHIBIT A

                           DESIGNATION OF BENEFICIARY

         On __________________, 2000, I, the undersigned, entered into a
Settlement Agreement and Release (the "Agreement") with
____________________________. Pursuant to the terms of the Agreement, I have the
right to designate a beneficiary to receive, in the event of my death, certain
payments pursuant to the Agreement. I, therefore, exercise this right and
designate ________________________________ to receive any such payments. Any and
all previous designations of beneficiary made by me are hereby revoked, and I
hereby reserve the right to revoke this designation of beneficiary.

                                                  _____________________________
                                                  G. WALTER STUELPE

Date:  __________________, 2000


                         ______________________________


        Receipt  of  this  Designation  of  Beneficiary  form  is  acknowledged
by  the  undersigned   Secretary  of ________________________.

                                                  APCOA/STANDARD PARKING, INC.

                                                  By:___________________________
                                                       Secretary

Date:____________________, 2000






                                       27