<PAGE> 1
EXHIBIT 10.1(B)
AMENDMENT TO THE CENTRAL PARKING CORPORATION 1995
INCENTIVE AND NOT QUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL
The Central Parking Corporation 1995 Incentive and Nonqualified Stock
Option Plan (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 under the Plan and under the Corporation's 1995 Restricted
Stock Plan an aggregate of 3,817,500 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 the 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,
reorganization, merger, consolidation, share combination or similar
recapitalization involving the Common Stock 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.
