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EXHIBIT 10.2(b)
AMENDMENT TO THE CENTRAL PARKING CORPORATION 1995
NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
The Central Parking Corporation 1995 Nonqualified Stock
Option Plan for Directors (the "Plan") is hereby amended by deleting Section 3
of the plan in its entirety and replacing such section with the following:
3. Stock Subject to the Plan. There will be reserved for issuance
upon exercise of Options 475,000 shares of Common Stock, which will be
authorized and unissued Common Stock. If an Option expires or
terminates for any reason without being exercised in full, the shares
subject thereto which have not been purchased will again be available
for purposes of the Plan. The number of shares as to which Options may
be granted under the Plan will be proportionately adjusted, to the
nearest whole share, in the event of any stock dividend, stock split,
share combination or similar recapitalization involving the Common
Stock, any merger, consolidation or reorganization, or any spin-off,
spin-out or other significant distribution of assets of stockholders
for which the Corporation receives no consideration. In the event that
there is an insufficient number of authorized shares of Common Stock
available to allow exercise of the Options on the date of any grant
hereunder, such Options will not be exercisable until there are
sufficient shares of Common Stock authorized for issuance.
