CENTRAL PARKING CORP
BOND - EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1 (P)
<SEQUENCE>5
<FILENAME>doc4.txt
<DESCRIPTION>BOND - EMPLOYMENT AGREEMENT
<TEXT>
                              EMPLOYMENT AGREEMENT
                              --------------------

     This  EMPLOYMENT  AGREEMENT  executed  as  of  May  31, 2001 by and between
CENTRAL  PARKING CORPORATION, a Tennessee corporation (the "Company"), and JAMES
H.  BOND,  an  individual  residing  in Nashville, Tennessee, (the "Executive").

     In  consideration  of the mutual covenants contained in this Agreement, the
parties  hereby  agree  as  follows:

                                    SECTION I
                                   EMPLOYMENT
                                   ----------

     Executive  is  currently  employed  by the Company.  The Company desires to
continue  to  employ  the  Executive  and the Executive agrees to continue to be
employed by the Company upon the terms and conditions provided in the Agreement.

                                   SECTION II
                          POSITION AND RESPONSIBILITIES
                          -----------------------------

     During the Period of Employment (as such term is defined herein below), the
Executive  agrees  to  serve  as  President  and  Chief Operating Officer of the
Company,  and  to  be  the  typical  management  responsibilities expected of an
officer  holding  such  positions  and  such  other  responsibilities  as may be
assigned  to  Executive  from time to time by the Chief Executive Officer of the
Company  (in  each  case  consistent  with  past  practice).

                                   SECTION III
                                TERMS AND DUTIES
                                ----------------
     A.  Period  of  Employment.
         -----------------------
The  period  of  Executive's employment under this Agreement will commence as of
January  1,2001,  and  shall continue through December 31,2003 ("Initial Term"),
subject  to  extension  or termination as provided in this Agreement ("Period of
Employment").  On  each  anniversary  of  the  commencement  of  the  Period  of
Employment,  the  period  of  Executive's  employment  shall  be  extended  for
additional  one  (1)  year periods, unless either party gives notice thirty (30)
days  in  advance  of such anniversary date of such party's intent not to extend
the  Period  of  Employment.
B.  Duties.
    -------
During the Period of Employment, the Executive shall devote substantially all of
his  business  time,  attention  and  skill  to  the business and affairs of the
Company.  The Executive will perform faithfully the duties which may be assigned
to  him  from  time  to  time  by  the  Chief  Executive Officer of the Company,
consistent  with  Section  II  above.

<PAGE>
                                     ------
                                   SECTION IV
                             COMPENSATION: BENEFITS
                             ----------------------

     For  all  services  rendered  by  the  Executive in any capacity during the
Period  of  Employrnent,  the  Executive  shall  be  compensated  as  follows:

     A.     Base  Salary.   The  Company  shall pay the Executive an annual base
            -------------
salary  ("Base  Salary")  in  the  amount of Four Hundred Fifty Thousand Dollars
($450,000).  The Base Salary shall be payable according to the customary payroll
practices  of the Company, but in no event less frequently than once each month.
The  Base  Salary  shall  be reviewed each fiscal period and shall be subject to
increase  according  to  the  policies and practices adopted by the Company from
time  to  time.

     B.     Annual  Incentive  Award.   1.  The  Company  will  pay  an  annual
            -------------------------
incentive  compensation  award  or  bonus  ("Annual  Incentive  Award")  to  the
Executive  consistent  with  the  Company's  EPS Compensation Program for Senior
Executives or such other bonus plan (providing benefits substantially similar to
bonus  plans for other Senior Executives) as may be adopted from time to time by
the  Company.  Executive may elect to draw, in advance, a portion of this Annual
Incentive  Award,  agreed  upon  by  the Company through the course of Company's
fiscal  year.  Should such advance draw exceed the amount actually due Executive
for  the relevant period covered by this Agreement, Executive agrees to promptly
repay  the  overdraw  upon  notification  by  the  Company.

     2.     It is Company's policy that Annual Incentive Awards will not be paid
to  an  executive  during  a job change transition period, if any. Therefore, in
reference  to  Executive's position, if Executive is leaving his position and is
to  continue  working for the Company in a similar position or is promoted, then
Executive  will continue to be paid the Annual Incentive Award until he has left
his  current  position,  and  any  incoming  executive will not begin to earn an
Annual  Incentive Award until the date of Executive's departure. If Executive is
leaving  his  position  due  to  resignation,  retirement  or  removal, then the
incoming  executive will be eligible to earn the Annual Incentive Award from the
time  he  or  she  commences  work  and  Executive  will  not be paid any Annual
Incentive  Award  attributable  to  the  transition  period.

     C.     Additional  Benefits.  The Executive will be entitled to participate
            ---------------------
in  all  employee  benefit  plans  or  programs  and  receive  all  benefits and
perquisites  for  which  senior executives of the Company are eligible under any
existing  or  future  plan  or  program  established  by  the Company for senior
executives.  The  Executive will participate to the extent permissible under the
terms  and  provisions  of  such  plans  or  programs in accordance with program
provisions.  These  may  include,  among  others, group hospitalization, health,
dental  care,  vision,  life  or  other insurance and profit sharing plans, sick
leave  plans, travel or accident insurance, disability insurance, stock purchase
programs  and  stock  option  plans. Nothing in this Agreement will preclude the
Company  from amending or terminating any of the plans or programs applicable to
salaried  or  senior  executives  as  long  as  such amendment or termination is
applicable to all salaried employees or senior executives. The Executive will be
entitled  to an annual paid vacation as established by the Board of Directors of
the  Company.
                                    SECTION V
                                    BUSINESS
                                    --------

The  Company  will  reimburse  the  Executive  for  all  reasonable  travel,
accommodations  and  other expenses incurred by the Executive in connection with
the  performance  of  his  duties  and  obligations  under  this  Agreement.

                                   SECTION VI
                                   DISABILITY
                                   ----------

     A.     In  the  event  the  Executive becomes disabled during the Period of
Employment  to  an  extent  which  entitles  him to benefits under the Company's
long-term  disability  benefit  plan  applicable  to  senior  executive officers
generally  as  in  effect  on  the  date  hereof,  Executive's  employment shall
tern1inate  automatically  and  Executive  shall  be entitled to receive amounts
payable  pursuant  to  the  terms  of a long-term disability insurance policy or
similar arrangement which the Company maintains during the Period of Employment.
In  this  case, normal compensation will cease except for earned but unpaid Base
Salary  and  Annual  Incentive Awards which would be payable on a prorated basis
for  the  year  in  which  the  disability  occurred.

     B.     During  the  period  the  Executive  is receiving payments of either
regular  compensation or disability insurance described in this Agreement and as
long  as he is physically and mentally able to do so, the Executive will furnish
information  and  assistance  to  the  Company  and  from time to time will make
himself  available  to  the Company to undertake assignments consistent with his
prior  position  with  the  Company  and  his physical and mental health. If the
Company  fails  to  make  a payment or provide a benefit required as part of the
Agreement, the Executive's obligation to fulfill information and assistance will
end.

     C.     The  term  "disability"  will  have  the  same  meaning as under any
long-term disability insurance provided pursuant to this Agreement or otherwise.

                                   SECTION VII
                                      DEATH
                                      -----

In  the event of the death of the Executive during the Period of Employment, the
Company's obligation to make Base Salary and bonus payments under this Agreement
shall  cease  as  of the date of death, except for earned but unpaid Base Salary
and Annual Incentive Award which will be paid on a prorated basis for that year.

                                  SECTION VIII
                       EFFECT OF TERMINATION OF EMPLOYMENT
                       -----------------------------------

A.  If  the  Executive's  employment  terminates  due  to either a Without Cause
Termination or a Constructive Discharge (as such terms are defined later in this
Agreement),  the  Company  shall  continue  to  pay  to  the Executive upon such
termination  for 24 months, the sum of (i) his monthly Base Salary, plus (ii) an
amount  equal to one-twelfth (1/12) of the Annual Incentive Award that Executive
received  during  the  Company's  immediately  preceding fiscal year. Earned but
unpaid  Base  Salary  and  unreimbursed expenses through the date of termination
will  also  be  paid  in  a  lump  sum at such time and earned but unpaid Annual
Incentive  Award  through  the date of termination shall be paid at the time the
Company  pays  such  awards  to  its  executive  officers.

     B.     If  the  Executive's  employment terminates due to a Termination for
Cause  any  earned  but unpaid Base Salary and unreimbursed expenses through the
date  of termination will be paid in a lump sum to Executive.  No other payments
will  be  made  by  the  Company.

C.     If  the  Executive's  employment terminates due to disability (subject to
Section  VI  above)  or voluntary termination by Executive (but not Constructive
Discharge)  any  earned but unpaid Base Salary and unreimbursed expenses through
the  date  of termination will be paid in a lump sum to Executive and earned but
unpaid  Annual  Incentive Award through the date of termination shall be paid at
the  time  the  Company  pays  such  awards  to its executive officers. No other
payments  will  be  made  by  the  Company.

     D.     Upon  termination  of  the  Executive's  employment,  the  Period of
Employment  will  cease as of the date of the termination and all benefits other
than  as  specifically  provided  herein,  shall  terminate  on  such  date.

E.  For  this  Agreement,  the  following  terms  have  the  following meanings:

     1.     "Termination  for  Cause"  means  termination  of  the  Executive's
employment  by  the  Company,  acting  in  good  faith, by written notice to the
Executive  specifying  the  events  relied  upon, as a result of (a) Executive's
willful dishonesty, fraud, or misconduct with respect to the business or affairs
of  the  Company  which  is  directly  harmful  to  the  Company, (b) Employee's
conviction  of  a  felony  or  other  crime  involving  moral turpitude or (c) a
violation  by  Executive  of  the  covenants  set  forth  in  Section IX of this
Agreement.  The  Company  must  provide  such  notice  thirty (30) days prior to
termination.  For purposes of this definition, no act, or failure to act, on the
Executive's  part  will  be  considered  "willful" unless done, or omitted to be
done,  by the Executive not in good faith and without reasonable belief that the
Executive's  action  or  omission  was  in  the  best  interest  of the Company.

     2.     "Constructive  Discharge"  means  termination  of  the  Executive's
employment  by  the  Executive  due  to  a failure of the Company to fulfill its
obligations  under  this  Agreement  in  any material respect, including without
limitation  (i)  any  reduction  of  the  Executive's  Base  Salary  other  than
reductions  not  to  exceed  fifteen  percent  (15%) applicable to all executive
officers  of the Company or (ii) the reduction in the title and/or duties of the
Executive.  The  Executive  will  provide  the  Company  a  written notice which
describes  the circumstances being relied on for the termination with respect to
the Agreement within thirty (30) days after the event giving rise to the notice.
The  Company  will  have  thirty  (30) days to remedy the situation prior to the
termination  for  Constructive  Discharge.

     3.     "Without  Cause  Termination"  means  termination of the Executive's
employment  by  the Company other than due to death, disability, Termination for
Cause,  Constructive  Discharge,  termination  under  Section  XI, or failure of
Company  to  renew  this  Agreement  under  Section  IlIA.

                                   SECTION IX
                      OTHER DUTIES OF THE EXECUTIVE DURING
                      ------------------------------------
                       AND AFTER THE PERIOD OF EMPLOYMENT
                       ----------------------------------

     A.     The  Executive  will,  with  reasonable  notice  during or after the
Period  of  Employment,  furnish  information  as  may  be in his possession and
cooperate with the Company as may reasonably be requested in connection with any
claims  or  legal  actions  in  which  the  Company  is  or  may become a party.

     B.     The  Executive  recognizes  and  acknowledges  that  all proprietary
information  pertaining  to  the  affairs, business, clients, customers or other
relationships  of  the Company, as hereinafter defined, is confidential and is a
unique  and  valuable  asset  of  the  Company.  Access to and knowledge of this
proprietary  information  are  essential  to  the performance of the Executive's
duties  under  this  Agreement.  The  Executive  will  not  during the Period of
Employment  or after except to the extent reasonably necessary in performance of
the  duties  under  this  Agreement,  give  to  any  person,  firm, association,
corporation  or  governmental  agency  any  information  concerning the affairs,
business,  clients,  customers  or  other relationships of the Company except as
required by law. The Executive will not make use of this type of information for
his own purposes or for the benefit of any person or organization other than the
Company.  The Executive will also use his reasonable best efforts to prevent the
disclosure  of this information by others. All records, memoranda, etc. relating
to the business of the Company whether made by the Executive or otherwise coming
into  his  possession  in the course of his employment are confidential and will
remain  the  property  of  the  Company.

C.     During  the  Period  of  Employment, any period during which payments are
made  to  the  Executive  pursuant  to  Section  VIII.A  or Section XI.A of this
Agreement, and for a twelve (12) month period thereafter, the Executive will not
use  his status with the Company to obtain loans, goods or services from another
organization  on  terms  that would not be available to him in the absence ofhis
relationship  to  the  Company.  In  the  event  (x)  Executive's  employment is
terminated  due to a Without Cause Termination or a Constructive Discharge, then
during  the  Period  of Employment, any period during which payments are made to
the  Executive pursuant to Section VIII.A or Section XI.A of this Agreement, and
for a twelve (12) month period following the later of such termination or period
during which payments are made; or (y) Executive's employment terminates for any
reason  other  than  Without  Cause  Termination or Constructive Discharge, then
during  the  Period  of  Employment and, in the case of(i) and (ii) below, for a
twenty-four  (24)  month  period, and in the case of (iii) and (iv) below, for a
thirty-six (36) month period, following such termination the Executive will not:
(i)  within  a 50-mile radius of each location of Company's operations as of the
date of termination, make any statements or perform any acts intended to advance
the  interest  of  any  existing or prospective competitors of the Company; (ii)
directly or indirectly own or hold any proprietary interest in or be employed by
or  receive  compensation  from  any  party  engaged  in the same or any similar
business  in  the same geographic areas the Company does business as of the date
of  termination;  (iii)  solicit  any members of the then current clients of the
Company  as  of  the  date  of  termination  or discuss with any employee of the
Company  as  of the date of termination information or operation of any business
intended  to  compete with the Company; and (vi) directly or indirectly hire any
employee  of  the  Company as of the date of termination or solicit or encourage
any  such  employee  to leave the employ of the Company. For the purposes of the
Agreement,  proprietary  interest  means  legal  or equitable ownership, whether
through  stock  holdings  or  otherwise, of a debt or equity interest (including
options,  warrants,  rights  and  convertible  interests)  in a business firm or
entity  ,  or  ownership  of  more  than 5% of any class of equity interest in a
publicly-held  company.  The Executive acknowledges that the covenants contained
herein  are  reasonable  as  to  geographic  and  temporal  scope.

     D.     The  Executive  acknowledges  that  his  breach  or  threatened  or
attempted  breach of any provision of Section IX would cause irreparable harm to
the  Company  not  compensable in monetary damages and that the Company shall be
entitled,  in  addition  to  all  other  applicable remedies, to a temporary and
permanent  injunction  and  a  decree  for  specific performance of the terms of
Section  IX without being required to prove damages or furnish any bond or other
security.

                                    SECTION X
                          INDEMNIFICA TION, LITIGATION
                          ----------------------------

     The Company will indemnify the Executive to the fullest extent permitted by
the laws of the state of Tennessee in effect at that time, or charter and bylaws
of  the  Company  whichever  affords  the  greater  protection to the Executive.

                                   SECTION XI
                                CHANGE IN CONTROL
                                -----------------

     A.     In  the  event there is a Change in Control (as such term is defined
below)  and within the eighteen (18) month period following such event Executive
terminates  his  employment  for  any  reason, or is terminated due to a Without
Cause  Termination,  the  Company  shall in a lump sum pay to the Executive upon
such  termination, the sum of (i) two times his Base Salary, plus (ii) an amount
equal to two times the Annual Incentive Award that Executive received during the
Company's  immediately  preceding fiscal year. All other benefits, other than as
required  by  law,  shall  terminate  immediately  upon  such  termination.

B.     For  purposes of this Agreement, "Change in Control" shall mean the first
to  occur of the following events: (i) the consummation of a plan of liquidation
with  respect  to  the  Company;  (ii)  the  sale or other divestiture of all or
substantially  all  of  the assets (excluding the sale of assets in the ordinary
course  of  business  or  sale  and  lease  back and other transactions that are
primarily  a  financing  transaction)  of  the Company or of the Company and its
direct  or  indirect  majority-owned  subsidiaries; (iii) the acquisition by any
person  or  affiliated  group  of  persons as defined in Section 13(d)(3) of the
Securities  Exchange Act of 1934, as amended (the "1934 Act") (other than Monroe
Carell,  Jr.,  members  of  the Carell family, related entities, affiliates, and
trusts or foundations created by or for any of the foregoing) of common stock of
the  Company so that such person or affiliated group shall become the beneficial
owner,  as  defined  in Rule 13d-3 of the 1934 Act, directly or indirectly, of a
majority  of  the outstanding voting stock of the Company; (iv) the consummation
of a consolidation or merger of the Company with another corporation, unless the
consummation of such consolidation or merger would result in the stockholders of
the  Company  immediately  before  such  consolidation  or merger owning, in the
aggregate,  more than fifty percent (50%) of the outstanding voting stock of the
surviving  entity  immediately  after  such  consolidation  or  merger.

     C.     Notwithstanding anything to the contrary herein, Executive shall not
be  entitled  to  receive  benefits  under  both  Sections  VIII  and  XI.

                                   SECTION XII
                                WITHHOLDING TAXES
                                -----------------

The  Company  may  directly  or indirectly withhold from any payments under this
Agreement  all  federal,  state,  city  or  other  taxes  that shall be required
pursuant  to  any  law  or  governmental  regulation.

                                  SECTION XIII
                           EFFECTIVE PRIOR AGREEMENTS
                           --------------------------

This  Agreement  contains  the  entire understanding between the Company and the
Executive with respect to the subject matter and supersedes any prior employment
or  severance  agreements between the Company, its affiliates and the Executive.
Notwithstanding  the  foregoing,  the  parties  acknowledge  and  agree that the
provisions  set  forth  in (A) the Company's 1995 Nonqualified Stock Option Plan
and  all  previous  grants  to  Executive arising out of such plan; and (B) that
certain  Performance  Unit Agreement by and between Executive and Company, dated
June  25,  1986,  as  amended by those certain Modifications of Performance Unit
Agreement  by  and  between Executive and the Company dated October 10, 1995 and
May  ___,  2001,  are  in  full  force  and  effect.

                                   SECTION XIV
                     CONSOLIDATION, MERGER OR SALE OF ASSETS
                     ---------------------------------------

Nothing  in  this  Agreement  shall  preclude  the Company from consolidating or
merging into or with, or transferring all or substantially all of its assets to,
another  corporation  which  assumes  this  Agreement  and  all  obligations and
undertakings of the Company hereunder. Upon such a consolidation, merger or sale
of  assets,  the  term "the Company" as used will mean the other corporation and
this  Agreement  shall  continue  in  full  force  and  effect.



                                   SECTION XV
                                  MODIFICATION
                                  ------------

This  Agreement  may  not be modified or amended except in writing signed by the
parties.  No  term  or  condition  of this Agreement will be deemed to have been
waived  except  in  writing  by  the  party  charged with waiver. A waiver shall
operate only as to the specific term or condition waived and will not constitute
a waiver for the future or act on anything other than that which is specifically
waived.

                                   SECTION XVI
                           GOVERNING LAW: ARBITRATION
                           --------------------------

This Agreement has been executed and delivered in the State of Tennessee and its
validity,  interpretation,  performance and enforcement shall be governed by the
laws  of  that  state.

Any  dispute  among  the  parties  hereto  shall  be  settled  by arbitration in
Nashville,  Tennessee,  in accordance with the rules of the American Arbitration
Association  and  judgment  upon  the award rendered may be entered in any court
having  jurisdiction  thereof.

                                  SECTION XVII
                                     NOTICES
                                     -------

All  notices,  requests, consents and other communications hereunder shall be in
writing  and  shall  be  deemed  to  have  been  made  when  delivered or mailed
first-class  postage  prepaid  by  registered mail, return receipt requested, or
when  delivered  if  by  hand, overnight delivery service or confirmed facsimile
transmission,  to  the  following:

     (a)     If to the Company, at 2401 21st Avenue South, Suite 200, Nashville,
TN  37212,  Attention:  Chief Executive Officer, or at such other address as may
have  been  furnished  to  the  Executive  by  the  Company  in  writing;  or

     (b)     If  to the Executive, at 128 Clarendon Avenue, Nashville, Tennessee
37205  or  such  other  address as may have been furnished to the Company by the
Executive  in  writing.

<PAGE>

                                  SECTION XVIII
                                BINDING AGREEMENT
                                -----------------

     This  Agreement  shall  be  binding  on  the parties' successors, heirs and
assigns.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  above  written.


                         CENTRAL  PARKING  CORPORATION


                         BY:   /s/ Monroe J. Carell, Jr.
                              --------------------------
                              Monroe  J.  Carell,  Jr.
                              Chairman  of  the  Board

                         EXECUTIVE:

                          /s/ James H. Bond
                         -----------------------
                         James  H.  Bond







</TEXT>
</DOCUMENT>
