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                           BENEFITS PLAN AND AGREEMENT

                          STANDARD PARKING CORPORATION

                                       AND

                                JAMES A. WILHELM


         This Benefit Plan and Agreement ("Plan") has been adopted and entered
into as of this 22nd day of December, 1986, by and between STANDARD PARKING
CORPORATION ("Standard"), an Illinois corporation, and JAMES A. WILHELM
("Wilhelm"), currently of Chicago, Illinois.

                                    RECITALS:
         A. Standard presently is engaged in the business of developing,
operating, managing and leasing motor vehicle parking facilities and the
rendering of consulting services to developers, operators, managers and lessees
of parking facilities.

         B. Pursuant to a certain Executive Employment Agreement dated November
1, 1985 (the "Executive Employment Agreement") between various companies related
to or affiliated with Standard, as "the Employer Corporations", and Wilhelm, as
"the Executive", Wilhelm is rendering services on a full time basis to Standard
and such Employer Corporations. This Plan is intended to provide to Wilhelm
certain benefits in addition to those to which he is entitled under the
Executive Agreement and is not intended to otherwise modify or affect any of the
terms and provisions of the Executive Employment Agreement, including all of
Wilhelm's duties, obligations and restrictions thereunder.

         C. Standard values the services of Wilhelm and wishes to encourage
Wilhelm to continue his employment with Standard and/or one or more of the
Affiliates in a capacity which involves the rendering of supervisory services in
connection the operation of parking facilities with respect to which Standard or
an Affiliate is the operator, manager or of such parking facilities.

         D. Standard wishes to adopt a plan which will provide Wilhelm (or his
designated beneficiaries) with certain death and retirement benefits, subject to
certain specified conditions.


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                                    CLAUSES:
         In consideration of the foregoing Recitals and other good and valuable
consideration, the parties hereby adopt and enter into the Plan as hereinafter
set forth.
                                   ARTICLE ONE

                                   DEFINITIONS

         1.1 "Affiliate" shall mean and include: (i) any corporation, the
controlling voting stock of which is owned by Standard or the principal
shareholders of Standard; (ii) any partnership, a general partner of which is a
shareholder of Standard; (iii) any other business enterprise, the controlling
interest of which is beneficially owned by a shareholder of Standard or any of
the foregoing; (iv) any corporation which is included in the definition of "the
Employer Corporations" in the Executive Employment Agreement; and (v) any
company or business enterprise for whom Standard or any Affiliate is rendering
consulting or similar services with respect to the development, operation,
management or leasing of a parking facility.

         1.2 "Cause" shall mean the happening of any of one or more of the
following: Wilhelm shall be convicted of a felony by a Court of competent
jurisdiction; Standard or an Affiliate determines, in its sole discretion but
based upon reasonable criteria and assumptions, that Wilhelm has committed
fraud, embezzlement or any other act of material dishonesty against Standard or
an Affiliate; Wilhelm shall willfully and in bad faith make public statements or
take or cause to be taken any actions which reflect in a material adverse manner
upon Standard or an Affiliate or the business of any of the foregoing; Wilhelm
shall materially breach any covenants contained in this Plan or his Executive
Employment Agreement; or Wilhelm shall, directly or indirectly, engage or
participate on an equity or other basis in a business which is competitive of
the business of Standard or any Affiliate.

         1.3 "Guaranteed Cash Value" shall mean the present value, as of the
last anniversary of the Policy to which premiums have been paid, of future
benefits provided by the Policy, as such present value is determined in
accordance with or as indicated in the Table of Values set forth in the Policy,
less any outstanding loans and loan interest.

         1.4 "Wilhelm's Employment" shall mean the continuous employment of
Wilhelm, without interruption for any reason (including Permanent Disability)
for a period exceeding thirty (30) business days, in a supervisory, managerial
or executive position, from time to time, by Standard or any of its

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Affiliates or by any successor of any of them or any surviving corporation
resulting from a merger of any of them with another corporation.

         1.5 "Permanent Disability" shall mean an inability due to bodily
injury, sickness or disease for Wilhelm to perform substantially all of the
duties of his employment with Standard, as such employment exists immediately
prior to the commencement of such bodily injury, sickness or disease.

         1.6 "Policy" shall mean the insurance policy on the life of Wilhelm
which, for the purposes set forth in Section 2.1, Standard intends to acquire
and maintain during Wilhelm's Employment.

         1.7 "Policy Year" shall mean a policy year as defined in the Policy.

         1.8 "Total Cash Value" shall mean the cash surrender value of the
Policy as of the last anniversary of the Policy to which premiums have been
paid, such cash surrender value being the sum of (a) the Guaranteed Cash Value,
(b) any due and unpaid dividend, (c) the Guaranteed Cash Value of any dividend
additions, (d) the value of any dividends left at interest and (e) any unearned
loan interest, and less any outstanding loans and loan interest.

         1.9 "Withdrawable Dividends" shall mean a current dividend (if any)
payable under the Policy, dividends left in the Policy at interest and the cash
value of paid-up additional insurance purchased with dividends payable under the
Policy.

                                   ARTICLE TWO

                       PURPOSE AND IMPLEMENTATION OF PLAN

         2.1 The purpose of this Plan is to provide Wilhelm with certain
specified retirement benefits and/or a death benefit equal to the amount of
death benefit payable under an insurance policy on his life (the "Policy"),
taking into account for such purpose contemplated withdrawals from the Policy
from time to time to fund retirement benefits to be paid hereunder to Wilhelm
after he attains age sixty-five (65); provided, however, that Standard is to
retain from such death benefit payable under the Policy and the death benefit
payable to Wilhelm is to be reduced by the greater of (a) the Guaranteed Cash
Value of the Policy immediately preceding Wilhelm's death or (b) the aggregate
amount of premiums or other sums paid by Standard or an Affiliate in connection
with the maintenance of the Policy prior to Wilhelm's death. The policy is to be
acquired and maintained by Standard during Wilhelm's Employment and is intended
to be acquired with premium rates which do not exceed Three Thousand Three
Hundred Sixty-Eight Dollars ($3,368.00) per year. The Policy is intended to be
fully paid for upon Wilhelm attaining

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age sixty-five (65) or upon his prior death, provided that Wilhelm's Employment
continues until the occurrence of either such event. Provided that Wilhelm's
Employment continues until he attains age sixty-five (65), Standard intends to
pay to Wilhelm the sum of Seventy-Five Thousand Dollars ($75,000.00) per year
until the earlier of Wilhelm's eightieth birthday or his death. During such
period, Standard also intends to withdraw the sum of Seventy-Five Thousand
Dollars ($75,000.00) per year from Withdrawable Dividends. Upon the death of
Wilhelm (before or after attaining age 65), Standard further intends to pay, to
whomsoever Wilhelm may designate as beneficiary, or to his estate if there is no
named beneficiary, an amount equal to the death benefit heretofore described in
this Section 2.1.

         2.2 To implement the funding of this Plan, application has been made by
Standard with the Guardian Life Insurance Company for an insurance policy on the
life of Wilhelm which is intended to provide an initial and minimum death
benefit of $100,000 and sufficient dividend accumulations (including dividends
which are reflected in the cash value of paid-up additional insurance purchased
with such dividends) which, together with current dividends, will enable
Standard to withdraw from such dividends the sum of Seventy-Five Dollars
($75,000.00) per year from and after Wilhelm attains age sixty-five (65) and
until he attains age eighty (80), or until his death if prior to attaining age
eighty (80). At such time as the Policy shall issue, a true, correct and
complete copy thereof shall be attached hereto as Exhibit "A" and shall become a
part hereof. The Policy and all rights thereunder, including the right to the
proceeds thereof, are to be owned exclusively by Standard and at all times shall
be subject to the claims of Standard's creditors.

         2.3 It is the express intention of the parties that all annual payments
to be made to Wilhelm under this Plan shall be made by Standard only to the
extent of Withdrawable Dividends existing at the time that each annual payment
is due to Wilhelm and that the death benefit payable for the benefit of Wilhelm
under this Plan shall be paid by Standard only to the extent of the death
benefit received by Standard under the Policy, less the amount to be retained by
Standard from the death benefit received under the Policy as described in
Section 2.1.

         2.4      It is intended by both parties that this Plan shall not 
constitute an employment agreement for a fixed term.

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                                  ARTICLE THREE

                             UNDERTAKING OF STANDARD

         3.1 During Wilhelm's Employment, Standard shall pay all premiums due in
connection with the Policy and, until Wilhelm attains age sixty-five (65), shall
have all policy dividends used to purchase paid-up additional life insurance
under the Policy and shall make such elections under the Policy as are
appropriate for such purpose.

         3.2 Standard shall have and at all times retain all ownership and
related rights in the Policy (subject at all times to the claims of Standard's
creditors) and, except for the withdrawals described in Section 2.3, agrees that
during Wilhelm's Employment it will not borrow against the cash value of the
Policy or otherwise encumber or hypothecate the Policy or any interest therein
for any purpose whatsoever.

         3.3 Subject to the conditions and limitations set forth in this Section
3.3 and the other terms and provisions set froth in this Plan, Standard agrees
to pay to or for the benefit of Wilhelm the benefits hereinafter described:

                  (a) Provided that Wilhelm's Employment continues until he
         attains age sixty-five (65), Standard thereafter shall pay to Wilhelm
         the sum of Seventy-Five Thousand Dollars ($75,000.00) per year until
         the earlier of Wilhelm's eightieth birthday or his death. The payment
         of such sum shall be made on or before the sixtieth day of the first
         Policy Year following Wilhelm's 65th birthday and on or before the
         sixtieth day of each succeeding Policy Year which commences prior to
         the earlier of Wilhelm's eightieth birthday or his death.
         Notwithstanding anything contained herein to the contrary, Standard
         shall be required to make each sum annual payment only to the extent of
         Withdrawable Dividends existing at the time that such annual payment is
         due to Wilhelm. Such payments to be made to Wilhelm shall not to be
         reduced, however, by reason of any portion or all of Withdrawable
         Dividends not being available to fund such payments because of claims
         of creditors.

                  (b) Upon the death of Wilhelm during Wilhelm's Employment or
         after attaining age 65 if Wilhelm's Employment continues until he
         attains age 65, Standard shall pay to whomsoever Wilhelm may designate
         as beneficiary, or to his

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         estate if there is no named beneficiary, an amount equal to the full
         death benefit payable under the Policy (if any) less an amount equal to
         the greater of (i) the Guaranteed Cash Value of the Policy immediately
         preceding Wilhelm's death or (ii) the aggregate amount of premiums or
         other sums paid by Standard or an Affiliate in connection with the
         maintenance of the Policy prior to Wilhelm's death. For the foregoing
         purpose, if Wilhelm's death occurs after he attains age sixty-five
         (65), the death benefit payable under the Policy shall be determined on
         the basis of the sum of Seventy-Five Thousand Dollars ($75,000) having
         been withdrawn from Withdrawable Dividends on the first day of each
         Policy Year beginning after Wilhelm's sixty-fifth (65th) birthday
         (whether or not such sum or any other sum in fact has been withdrawn).

                  (c) In the event that, prior to Wilhelm attaining age 65,
         Wilhelm's Employment terminates by reason of Permanent Disability and
         the cause of such Permanent Disability is such that it qualifies as
         disability for the purpose of any applicable disability waiver of
         premium option with regard to the Policy and premiums are thereby
         deemed to have been paid pursuant to such option, then, to the extent
         of Withdrawable Dividends existing from time to time, the obligation to
         make annual payments pursuant to subsection (a) shall not terminate by
         reason of the termination of Wilhelm's Employment, and the death
         benefit payable pursuant to subsection (b) shall be payable if the
         Policy has remained in force until the death of Wilhelm by reason of
         the waiver of premiums pursuant to such option.

                  (d) Annual payments made by Standard to Wilhelm after he has
         attained the age of sixty-five (65) shall be deemed to constitute
         deferred compensation paid by Standard to Wilhelm. A lump sum payment
         made by Standard to the designated beneficiary or estate of Wilhelm
         following his death shall be deemed to constitute a death benefit paid
         by Standard by reason of Wilhelm's death.

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                                  ARTICLE FOUR

                             UNDERTAKINGS OF WILHELM

         4.1 Wilhelm shall fully cooperate in submitting to such examinations
and provide such other information as the insurance company may require from
time to time to enable Standard to obtain and maintain the Policy.

         4.2 Wilhelm shall not take or fail to take action which will either
increase Standard's premium cost for the Policy or which would, directly of
indirectly, cause that Policy to lapse or otherwise be cancelled by the issuing
insurance company.

                                  ARTICLE FIVE

                             RIGHTS IN THE EVENT OF
                    TERMIANTION OF EMPLOYMENT PRIOR TO AGE 65

         5.1 In the event that Wilhelm's Employment is terminated prior to
attaining age 65, by reason of his resignation or otherwise at his instance or
by Standard or an Affiliate (as the case may be) at its instance for Cause,
except as a result of Permanent Disability, then all the benefits payable to
Wilhelm under the Policy shall lapse and terminate. In that event Standard,
shall have the option: (i) to cancel the Policy and obtain and retain all
amounts then payable as a result of such cancellation; or (ii) continue the
Policy in full force and effect designating itself or whomsoever it may elect as
beneficiary thereunder; or (iii) otherwise deal with the Policy in any manner
allowable by law under the terms of the Policy. In case of Wilhelm's Permanent
Disability, Standard shall continue to maintain said insurance as if such
disability had not occurred.

         5.2 In the event that Wilhelm's Employment is terminated prior to
attaining age 65, by reason of Permanent Disability or at the instance of
Standard or an Affiliate (as the case may be) other than for Cause:

                  (a) If prior to Wilhelm having attained age forty-seven (47),
         then Wilhelm shall have the option, to be exercised by giving written
         notice to Standard within ninety (90) days followed the termination of
         Wilhelm's Employment, to purchase the Policy by paying Standard an
         amount equal to the greater of (i) the then Total Cash Value of the
         Policy, without deduction for any penalties or charges which would be
         applicable upon surrender of the Policy, or (ii) the aggregate amount
         of premiums or other sums paid by Standard or an Affiliate in
         connection with the maintenance of the Policy. Upon exercise by Wilhelm
         of an option hereunder to


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         purchase the Policy, Wilhelm thereafter shall be vested with full
         rights of ownership in the Policy, free of all claims thereto by
         Standard. If so requested in writing by Wilhelm, Standard agrees to
         cooperate with Wilhelm in borrowing against the Total Cash Value of the
         Policy in order to provide the required for payment to Standard.

                  (b) If subsequent to Wilhelm having attained age forty-seven
         (47), then Wilhelm shall have the option, to be exercised by giving
         written notice to Standard within ninety (90) days following the
         termination of Wilhelm's Employment, to purchase the Policy by paying
         Standard an amount equal to the greater of (i) the then Guaranteed Cash
         Value of the Policy, without deduction for any penalties or charges
         which would be applicable upon surrender of the Policy, or (ii) the
         aggregate amount of premiums or other sums paid by Standard or an
         Affiliate in connection with the maintenance of the Policy.

                  (c) Upon exercise by Wilhelm of an option hereunder to
         purchase the Policy and the transfer and assignment of the Policy to
         Wilhelm pursuant to such exercise, Wilhelm thereafter shall be vested
         with full rights of ownership in the Policy, free of all claims thereto
         by Standard. If so interested in writing by Wilhelm, Standard agrees to
         cooperate with Wilhelm in borrowing against the cash value of the
         Policy in order to provide the required amount for payment to Standard.
         Following the transfer and assignment of the Policy to Wilhelm pursuant
         to his exercise of an option hereunder to purchase the Policy, Standard
         shall have no further obligations pursuant to this Plan and shall be
         entitled to receive from Wilhelm, at its request and as a condition to
         such transfer and assignment, a release executed by Wilhelm as to all
         of Standard's obligations pursuant to this Plan. Any such release shall
         be in form and substance reasonably acceptable to Standard. 

         5.3 For the purposes of this ARTICLE FIVE, the determination as to 
whose instance at which Wilhelm's Employment is terminated and whether or not 
Cause exists shall be made solely by Standard. Any such determination by 
Standard shall be made with the use of reasonable judgment and criteria.

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                                   ARTICLE SIX

                                  MISCELLANEOUS

         6.1 This Plan shall be construed and the performance hereunder
determined in accordance with the laws of the State of Illinois.

         6.2 If the application for insurance as described herein shall be
rejected by the insurance company or if the premium rate payable therefor shall
exceed Three Thousand Three Hundred Sixty-Eight Dollars ($3,368.00) per year and
Standard shall be unwilling to pay the increased amount, then this Plan shall be
deemed to have been terminated and of no further force and effect.

         6.3 This Plan shall be binding respectively upon the heirs, successors,
legal representatives of the parties hereto. The parties have executed this Plan
as of the date first above written.

                                                    STANDARD PARKING CORPORATION

                                                    By:   /s/ Myron Wakshaver,
                                                       -------------------------
                                                               President
                       
                                                        /s/ James A. Wilhelm
                                                    ----------------------------
                                                    James A. Wilhelm

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