10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 1-13647

____________________

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 73-1356520
(I.R.S. Employer
Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
Common Stock, $.01 par value

Name of each exchange on which registered:
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known  seasoned issuer, as defined in  Rule 405 of the Securities  Act:   Yes  X     No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:   Yes  No  X   

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes  X     No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:      X  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer          Accelerated filer   X        Non-accelerated filer           Smaller reporting company      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):   Yes  No  X   

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the stock on the New York Stock Exchange on such date was $154,324,397.

The number of shares outstanding of the registrant’s Common Stock as of February 20, 2009 was 21,624,752.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 14, 2009 are incorporated by reference in Part III.

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
FORM 10-K

TABLE OF CONTENTS

PART I

ITEM 1.     BUSINESS 4

ITEM 1A.   RISK FACTORS 16

ITEM 1B.   UNRESOLVED STAFF COMMENTS 24

ITEM 2.     PROPERTIES 24

ITEM 3.     LEGAL PROCEEDINGS 24

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 25

PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED

        STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 25

ITEM 6.     SELECTED FINANCIAL DATA 28

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

        CONDITION AND RESULTS OF OPERATIONS 30

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES

        ABOUT MARKET RISK 45

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 47

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

        ON ACCOUNTING AND FINANCIAL DISCLOSURE 85

ITEM 9A.   CONTROLS AND PROCEDURES 85

ITEM 9B.   OTHER INFORMATION 88

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND

         CORPORATE GOVERNANCE 88

ITEM 11.    EXECUTIVE COMPENSATION 88

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 88

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         AND DIRECTOR INDEPENDENCE 89

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ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES 89

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 90

SIGNATURES 109

INDEX TO EXHIBITS 110

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

Some of the statements herein under “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain “forward-looking statements” about our expectations, plans and performance. These statements use such words as “may,” “will,” “expect,” “believe,” “intend,” “should,” “could,” “anticipate,” “estimate,” “forecast,” “project,” “plan” and similar expressions. These statements do not guarantee future performance and Dollar Thrifty Automotive Group, Inc. assumes no obligation to update them. Risks and uncertainties that could materially affect future results include:

• the impact of persistent pricing and demand pressures, particularly in light of the continuing volatility in the global financial markets, constrained credit markets and concerns about global economic prospects, which have continued to depress consumer confidence and spending levels and could affect the ability of our customers to meet their payment obligations to us;

• the financial performance and prospects of our vehicle suppliers, including particularly Chrysler, and whether the challenges facing the U.S. automotive industry abate and, if not, whether further federal funding will be available in sufficient amounts to stabilize the industry;

• volatility in gasoline prices;

• the impact of pricing and other actions by competitors, particularly if demand deteriorates further;

• airline travel patterns, including further disruptions or reductions in air travel resulting from airline bankruptcies, industry consolidation, capacity reductions and pricing actions;

• the cost and other terms of acquiring and disposing of automobiles and the impact of current adverse conditions in the used car market on our ability to reduce our fleet capacity as and when projected by our plans;

• our ability to manage our fleet mix to match demand and reduce vehicle depreciation costs, particularly as we increase the level of Non-Program Vehicles (those without a guaranteed residual value) and our exposure to the used car market;

• our ability to obtain cost-effective financing as needed without unduly restricting operational flexibility, particularly if global economic conditions deteriorate further;

• our ability to comply with financial covenants or to obtain necessary amendments or waivers, and the impact of the terms of those amendments, such as potential reductions in lender commitments;

• our ability to manage the consequences under our financing agreements of a default by any of the Monolines that provide credit support for our asset backed financing structures;

• whether counterparties under our derivative instruments will continue to perform as required;

• whether ongoing governmental and regulatory initiatives in the U.S. and elsewhere to stabilize the financial markets will be successful;

• the effectiveness of other actions we take to manage costs and liquidity and whether further reductions in the scope of our operations will be necessary;

• disruptions in information and communication systems we rely on, including those related to methods of payment;

• access to reservation distribution channels;

• the cost of regulatory compliance and the outcome of pending litigation;

• local market conditions where we and our franchisees do business, including whether franchisees will continue to have access to capital as needed; and

• the impact of natural catastrophes and terrorism.

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PART I

ITEM 1. BUSINESS

Company Overview

General

Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTG”), owns DTG Operations, Inc. (“DTG Operations”), Dollar Rent A Car, Inc. and Thrifty, Inc. Thrifty, Inc. owns Thrifty Rent-A-Car System, Inc. and Thrifty Car Sales, Inc. (“Thrifty Car Sales”). Thrifty Rent-A-Car System, Inc. owns Dollar Thrifty Automotive Group Canada Inc. (“DTG Canada”). DTG operates under a corporate structure that combines the management of operations and administrative functions for both the Dollar and Thrifty brands. DTG Operations operates company-owned stores under the Dollar brand and the Thrifty brand, operates reservation centers for both brands and conducts sales and marketing activities for both brands. Thrifty Rent-A-Car System, Inc. and Dollar Rent A Car, Inc. conduct franchising activities for their respective brands. Thrifty Car Sales operates a franchised retail used car sales network. The Company has two additional subsidiaries, Rental Car Finance Corp. (“RCFC”) and Dollar Thrifty Funding Corp., which are special purpose financing entities and have been appropriately consolidated in the financial statements of the Company. Dollar Rent A Car, Inc., the Dollar brand and DTG Operations operating under the Dollar brand are individually and collectively referred to hereafter as “Dollar”. Thrifty, Inc., Thrifty Rent-A-Car System, Inc., Thrifty Car Sales, the Thrifty brand and DTG Operations operating under the Thrifty brand are individually and collectively referred to hereafter as “Thrifty”. DTG, Dollar and Thrifty and each of their subsidiaries are individually or collectively referred to herein as the “Company”, as the context may require. Dollar and Thrifty and their respective independent franchisees operate the Dollar and Thrifty vehicle rental systems. The Dollar and Thrifty brands represent a value-priced rental vehicle generally appealing to leisure customers, including foreign tourists, and to small businesses, government business and independent business travelers. As of December 31, 2008, Dollar and Thrifty had 741 locations in the U.S and Canada of which 400 were company-owned stores and 341 were locations operated by franchisees. While Dollar and Thrifty have franchisees in countries outside the U.S. and Canada, revenues from these franchisees have not been material to results of operations of the Company.

In the U.S., Dollar's main focus is operating company-owned stores located in major airports, and it derives substantial revenues from leisure and tour package rentals. Thrifty focuses on serving both the airport and local markets operating through a network of company-owned stores and franchisees. Dollar and Thrifty currently derive the majority of their U.S. revenues from providing rental vehicles and services directly to rental customers. Consequently, Dollar and Thrifty incur the costs of operating company-owned stores, and their revenues are directly affected by changes in rental demand and pricing.

The Company is the successor to Pentastar Transportation Group, Inc., which was formed in 1989 to acquire and operate the rental car subsidiaries of Chrysler LLC, formerly known as DaimlerChrysler Corporation (such entity and its subsidiaries and members of its affiliated group are hereinafter referred to as “Chrysler”). DTG Operations, formerly known as Dollar Rent A Car Systems, Inc., was incorporated in 1965. Thrifty Rent-A-Car System, Inc. was incorporated in 1950 and Dollar Rent A Car, Inc. was incorporated in December 2002. Thrifty, Inc. was incorporated in December 1998.

Available Information

The Company makes available free of charge on or through its Internet Web site its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such material has been electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The Company’s Internet address is http://www.dtag.com. The SEC also maintains a Web site that contains all of the Company’s filings at http://www.sec.gov.

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The Company has a code of business conduct, which is available on the Company’s Web site under the heading, “About DTG”. The Company’s Board of Directors has adopted a corporate governance policy and Board committee charters, which are updated periodically and can be found on the Company’s Web site under the heading, “Corporate Governance”. A copy of the code of business conduct, the corporate governance policy and the charters are available upon request to the Company’s headquarters as listed on the front of this Form 10-K, attention “Investor Relations” department.

The annual Chief Executive Officer certification required by the New York Stock Exchange ("NYSE") Listed Company Manual was submitted to the NYSE on May 20, 2008.

Industry Overview

The U.S. daily car rental industry has two principal markets: the airport market and the local market. Vehicle rental companies that focus on the airport market rent primarily to business and leisure travelers. Companies focusing on the local market rent primarily to persons who need a vehicle periodically for personal or business use or who require a temporary replacement vehicle. Rental companies also sell used vehicles and ancillary products such as refueling services and loss damage waivers to vehicle renters.

Vehicle rental companies typically incur substantial debt to finance their rental fleets. They also have historically acquired a significant portion of their fleets under manufacturer residual value programs ("Residual Value Programs") where the vehicle manufacturers repurchase or guarantee the resale value of vehicles at particular times in the future. This allows a rental company to determine in advance this important component of its cost structure. Vehicles purchased under Residual Value Programs are referred to as "Program Vehicles".  Most vehicle rental companies have in recent periods increased their vehicle purchases made outside of Residual Value Programs to lower fleet costs and reduce the risk related to the creditworthiness of the vehicle manufacturers. These vehicles, for which rental companies bear residual value risk, are referred to as "Non-Program Vehicles" or "risk vehicles". Increasing the level of Non-Program Vehicles in the fleet increases the vehicle rental company’s dependence on the used car market.

The rental car industry has eight top brands which are owned by four companies. Three of the companies are publicly held: Dollar and Thrifty operated by the Company; Avis and Budget operated by Avis Budget Group, Inc.; and Hertz operated by Hertz Global Holdings, Inc. The remaining three brands of Alamo, National and Enterprise are operating subsidiaries of Enterprise Rent-A-Car Company, which is privately held.

Seasonality

The Company’s business is subject to seasonal variations in customer demand, with the summer vacation period representing the peak season for vehicle rentals. This general seasonal variation in demand, along with more localized changes in demand, causes the Company to vary its fleet size over the course of the year. To accommodate increased demand in the summer vacation periods, the Company increases its available fleet and staff and as demand declines, the fleet and staff are decreased accordingly. Certain operating expenses, such as minimum concession fees, rent, insurance and administrative overhead represent fixed costs and cannot be adjusted for seasonal increases or decreases in demand. In 2008, the Company’s average monthly fleet size ranged from a low of approximately 102,000 vehicles in the fourth quarter to a high of approximately 139,000 vehicles in the third quarter.

The Company

The Company has two value rental car brands, Dollar and Thrifty, with a strategy to operate company-owned stores in the top 75 airport markets and in key leisure destinations in the United States. Due to weak economic and industry conditions, the Company did not acquire any locations in 2008, and has no immediate plans to acquire additional locations. In the U.S., the Dollar and Thrifty brands remain separate, but operate under a single management structure and share vehicles, back-office employees and facilities, where possible. The Company also operates company-owned stores in seven of the eight largest airport markets in Canada under DTG Canada. In Canada, the company-owned stores are primarily co-branded.

The Company also offers franchise opportunities in smaller markets in the U.S. and Canada and in all international markets so that franchisees can operate under the Dollar or Thrifty trademarks or dual franchise and operate both brands in one market.

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Summary Operating Data of the Company

		Year Ended December 31,
		2008		2007		2006
		(in thousands)
Revenues:
Revenue from U.S. and Canada company-owned stores		$	1,637,119	$	1,694,064	$	1,549,727
Revenue from franchisees and other			60,874		66,727		110,950
	Total revenues	$	1,697,993	$	1,760,791	$	1,660,677
		As of December 31,
		2008		2007		2006
Rental locations:
U.S. and Canada company- owned stores			400		466		407
U.S. and Canada franchisee locations			341		365		429
Franchisees agreements:
U.S. and Canada			222		234		224
International			139		117		110

Dollar and Thrifty Brands

Dollar

Dollar’s main focus is serving the airport vehicle rental market, which is comprised of business and leisure travelers. The majority of its locations are on or near airport facilities. At December 31, 2008, Dollar had 110 company-owned and franchised in-terminal airport locations in the United States. Dollar operates primarily through company-owned stores in the U.S. and Canada, and also licenses to independent franchisees which operate as a part of the Dollar brand system in the U.S., Canada and abroad. In Canada, Dollar operates company-owned stores in seven of the eight largest airport markets of Calgary, Winnipeg, Toronto, Montreal, Halifax, Edmonton and Vancouver.

As of December 31, 2008, Dollar’s vehicle rental system included 324 locations in the U.S. and Canada, consisting of 181 company-owned stores and 143 franchisee locations. Dollar’s total rental revenue generated by company-owned stores was $949 million for the year ended December 31, 2008.

Thrifty

Thrifty’s approach of serving both the airport and local markets allows many of its franchisees and company-owned stores to have multiple locations to improve fleet utilization and profit margins by moving vehicles among locations to better address demand between these markets. Thrifty’s U.S. company-owned stores and its franchisees derive approximately 80% of their combined rental revenues from the airport market and approximately 20% from the local market. At December 31, 2008, Thrifty had 107 company-owned and franchised in-terminal airport locations in the United States.

As of December 31, 2008, Thrifty’s vehicle rental system included 417 rental locations in the U.S. and Canada, consisting of 219 company-owned stores and 198 franchisee locations. Thrifty’s total rental revenue generated by company-owned stores was $667 million for the year ended December 31, 2008.

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The Company is focused on maximizing profitability of its company-owned stores and will close or consolidate its stores that are underperforming. In 2008, based on a review of the financial performance of its company-owned stores, the Company closed 40 company-owned stores that were underperforming.

Corporate Operations

United States

The Company’s operating model for U.S. Dollar and Thrifty company-owned stores includes generally maintaining separate airport counters, bussing, reservations, marketing and all other customer contact activities, while using a single management team for both brands. In addition, this operating model includes sharing vehicles, back-office employees and service facilities, where possible.

As of December 31, 2008, the Company operates the Dollar brand in 56 and the Thrifty brand in 54 of the top 75 airport markets in the U.S. and operates both brands in 45 of those top 75 airport markets.

Canada

The Company operates in Canada through DTG Canada. The Company currently operates corporate stores in seven of the eight largest airport markets in Canada, which includes Calgary, Winnipeg, Toronto, Montreal, Halifax, Edmonton and Vancouver. The majority of the markets are operated under the Company’s co-branding strategy in Canada where both the Dollar and Thrifty brands are represented at one shared location.

Tour Rentals

Vehicle rentals by customers of foreign and U.S. tour operators generated approximately $206 million or 12.7% of the Company’s rental revenues for the year ended December 31, 2008. These rentals are usually part of tour packages that can also include air travel and hotel accommodations. No single tour operator account generated in excess of 1% of the Company’s 2008 rental revenues.

Other

As of December 31, 2008, the Company had 139 vehicle rental concessions for company-owned stores at 93 airports in the United States. Its payments for these concessions are usually based upon a specified percentage of airport-generated revenue, subject to a minimum annual fee, and typically include fixed rent for terminal counters or other leased properties and facilities. A growing number of larger airports are building consolidated airport rental car facilities to eliminate congestion at the airport which also facilitates additional growth for the rental car industry.

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Summary of Corporate Operations Data

		Year Ended December 31,
		2008		2007		2006
		(in thousands)
Rental revenues:
United States - Dollar		$	933,072	$	964,416	$	910,434
United States - Thrifty			602,653		621,043		540,947
	Total U.S. rental revenues		1,535,725		1,585,459		1,451,381
Canada - Dollar and Thrifty			80,428		90,890		87,292
	Total rental revenues		1,616,153		1,676,349		1,538,673
Other			20,966		17,715		11,054
	Total revenues from U.S. and       Canadian Corporate Operations	$	1,637,119	$	1,694,064	$	1,549,727
		As of December 31,
		2008		2007		2006
Rental locations (U.S. and Canada):
Dollar			181		213		200
Thrifty			219		253		207
	Total corporate rental locations		400		466		407

Franchising

United States and Canada

Both Dollar and Thrifty sell U.S. franchises on an exclusive basis for specific geographic areas, generally outside the top 75 U.S. airport markets. Most franchisees are located at or near airports that generate a lower volume of vehicle rentals than the airports served by company-owned stores. In Canada, Dollar and Thrifty sell franchises in markets generally outside the top eight airport markets.

Dollar and Thrifty offer franchisees the opportunity to dual franchise in smaller U.S. and Canadian markets. Under a dual franchise, one franchisee can operate both the Dollar and the Thrifty brand, thus allowing them to generate more business in their market while leveraging fixed costs.

Dollar and Thrifty license to franchisees the use of their respective brand service marks in the vehicle rental and leasing and parking businesses. Franchisees of Dollar and Thrifty pay an initial franchise fee generally based on the population, number of airline passengers, total airport vehicle rental revenues and the level of any other vehicle rental activity in the franchised territory, as well as other factors. Dollar and Thrifty offer their respective franchisees a wide range of products and services which may not be easily or cost effectively available from other sources.

Due to the current economic environment and severely constrained credit markets, some of the Company’s franchisees are experiencing financial challenges. During 2008, a limited number of franchisees have either closed or consolidated their operations, resulting in reduced fee revenue to the Company and a potential for increased bad debt exposure on amounts owed by franchisees.

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System Fees in the U.S.

Dollar - In addition to an initial franchise fee, each Dollar U.S. franchisee is generally required to pay a system fee equal to 8% of airport rental revenue and 6% for suburban operations.

Thrifty - In addition to the initial franchise fee, each Thrifty U.S. franchisee pays a fee generally ranging from 6% to 8% of base rental revenue.

System Fees in Canada

All Dollar and Thrifty Canadian franchisees whether operating a single-brand or co-brand location pay a monthly fee generally equal to 8% of rental revenue.

Franchisee Services and Products

Dollar and Thrifty provide their U.S. and Canadian franchisees a wide range of products and services, including vehicle leasing, reservations, marketing programs and assistance, branded supplies, image and standards, training, rental rate management analysis and customer satisfaction programs. Additionally, Dollar and Thrifty offer their respective franchisees centralized corporate account and tour billing and travel agent commission payments.

Summary of U.S. and Canada Franchise Operations Data

	As of December 31,
	2008		2007		2006
Franchisee locations:
Dollar		143		146		158
Thrifty		198		219		271
Total franchisee locations		341		365		429

International

Dollar and Thrifty offer master franchises outside the U.S. and Canada, generally on a countrywide basis. Each master franchisee is permitted to operate within its franchised territory directly or through subfranchisees. At December 31, 2008, exclusive of the U.S. and Canada, Dollar had franchised locations in 57 countries and Thrifty had franchised locations in 74 countries. These locations are in Latin America, Europe, the Middle East, and the Asia-Pacific regions. The Company offers franchisees the opportunity to license the rights to operate either the Dollar or the Thrifty brand or both brands in certain markets on a dual franchise or co-brand basis. Revenue generated by the Company from franchised operations outside the U.S. and Canada totaled $12.9 million in 2008, comprised primarily of system, reservation and advertising fees.

Thrifty Car Sales

In December 1998, Thrifty Car Sales was formed to operate a franchise system. Thrifty Car Sales provides an opportunity to qualified candidates including independent and franchised dealers to enhance or expand their used car operations under a well-recognized national brand name. In addition to the use of the brand name, dealers have access to a variety of products and services offered by Thrifty Car Sales. These products and services include participation in a full service business development center, a nationally supported Internet strategy and Web site, operational and marketing support, vehicle supply services, customized retail and wholesale financing programs as well as national accounts and supplies programs. As of December 31, 2008, Thrifty Car Sales had 39 franchise locations in operation.

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Other Services

Parking Services – Airport parking operations are a natural complement to vehicle rental operations. The Company encourages its franchisees that have near-airport locations to add this ancillary business and the Company operates 17 corporate parking operations as well.

Supplies and National Account Programs – The Company makes bulk purchases of items used by its franchisees, which it sells to franchisees at prices that are often lower than they could obtain on their own. The Company also negotiates national account programs to allow its franchisees to take advantage of volume discounts for many materials or services used for operations such as tires, glass replacement, long distance telephone service and overnight mail.

Supplemental Equipment and Optional Products – Dollar and Thrifty rent global positioning system (GPS) equipment, ski racks, infant and child seats and other supplemental equipment, offer a Rent-a-Toll product for electronic toll payments, sell pre-paid gasoline and roadside emergency benefit programs (Road Safe and TripSaver) and, subject to availability and applicable local law, make available loss damage waivers and insurance products related to the vehicle rental.

Reservations

The Internet is the primary source of reservations for the Company. For the year ended December 31, 2008, approximately 76% of the Company’s total non-tour reservations came through the Internet, increasing from approximately 74% in 2007. The Company’s Internet Web sites (dollar.com and thrifty.com) provided approximately 44% of total non-tour reservations. During 2008, 32% of non-tour reservations were provided from third party Internet sites with no individual third party site providing in excess of 8% of total non-tour reservations. The remaining non-tour reservations were primarily provided by the reservation call centers and travel agents. In early 2007, the Company outsourced a portion of its call center operations to PRC, a global leader in the operation of outsourced call centers. The Company still maintains some call center operations at its Tahlequah, Oklahoma facility. Dollar and Thrifty reservation systems are linked to all major airline reservation systems and through such systems to travel agencies in the U.S., Canada and abroad.

Marketing

Dollar and Thrifty are positioned as value car rental companies in the travel industry, providing on-airport convenience with low rates on quality vehicles. Customers who rent from Dollar and Thrifty are cost-conscious leisure, government and business travelers who want to save money on car rentals without compromising fundamental car rental products or services.

Dollar and Thrifty acquire these value-oriented customers through a multi-faceted marketing approach that involves traditional and Internet advertising, Internet search marketing, sales teams, strategic marketing partners, and investments in traditional and emerging distribution channels. Each of these disciplines has a specific focus on selected customer segment opportunities.

Strategic Marketing Partners

Dollar and Thrifty have aligned themselves with certain strategic marketing partners to facilitate the growth of their business.

Dollar has strong relationships with many significant international tour operators who specialize in inbound tour packages to the U.S., as well as domestic tour operators who generate inbound business to Hawaii, Florida and other leisure destinations.

Major travel agents and consortia operate under preferred supplier agreements with Dollar and Thrifty. Under these preferred agreements, Dollar and Thrifty provide these travel agency groups additional commissions or additional benefits in return for their featuring Dollar and Thrifty in their advertising or giving Dollar and Thrifty a priority in their reservation systems. In general, these arrangements are not exclusive to Dollar and Thrifty.

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Both Dollar and Thrifty have also developed strategic partnerships with certain hotels, credit card companies, and with most U.S. airlines through participation in the airline’s frequent flyer programs. In addition, Dollar and Thrifty actively participate with our partner airlines in their respective branded Web sites.

Internet Marketing and Distribution Channels

Dollar and Thrifty focus on Internet advertising and marketing, which continues to be the most cost-efficient means of reaching travel customers. Dollar and Thrifty promote their respective brands via Internet banner advertising, keywords and rate guarantees to encourage travelers to book reservations on dollar.com and thrifty.com. In addition, Dollar and Thrifty both continue to make technology investments in their respective Web sites, dollar.com and thrifty.com, to provide enhancements to best meet their customer’s changing travel needs.

In 2008, Thrifty launched an enhanced version of thrifty.com which updates many of the features that individuals rely upon to rent cars online. Leading the way is a reservation process that allows customers to see the entire fleet inventory at a given location on a given date. Because of this addition, consumers are now able to easily select a specific class of vehicle. Additionally, an enhanced search function simplifies the effort of finding one of our many domestic and international locations, identifying specific fleet offerings per location, searching for specials, and/or gaining greater awareness about the city or country being visited. In 2007, dollar.com had similar updates and enhancements.

Dollar and Thrifty are among the leading car rental companies in direct-connect technology, which bypasses global distribution systems and reduces reservation costs. Dollar and Thrifty have entered into direct-connect relationships with certain airline and other travel partners.

In addition, Dollar and Thrifty are featured with numerous national online booking agents where customers frequently shop for travel services and are in regular discussions with owners of other emerging travel channels to secure inclusion of the Dollar and Thrifty brands in those channels.

Dollar and Thrifty have made filings under the intellectual property laws of jurisdictions in which their respective franchisees operate, including the U.S. Patent and Trademark Office, to protect the names, logos and designs identified with Dollar and Thrifty. These marks are important for customer brand awareness and selection of Dollar and Thrifty for vehicle rental and for dollar.com and thrifty.com for reservation services.

Customer Service

The Company’s commitment to delivering consistent customer service is a key element of our strategy. At its headquarters and in company-owned stores, the Company has programs involving customer satisfaction training and team-based problem solving, especially as it relates to improving customer service. The Company’s customer service centers measure customer satisfaction, track service quality trends, respond to customer inquiries and provide recommendations to senior management and vehicle rental location supervisors. The Company conducts initial and ongoing training for headquarters, company-owned store and franchisee employees, using professional trainers, performance coaches and computer-based training programs.

Information Systems

The Company depends upon a number of core information systems to operate its business, primarily its counter automation, Web sites, distribution network, reservations, fleet and revenue management systems. The counter automation system in company-owned stores processes rental transactions, facilitates the sale of additional products and services and facilitates the monitoring of its fleet and financial assets. The Company also relies on a revenue management system which is designed to enable the Company to better determine rental demand based on historical reservation patterns and adjust its rental rates accordingly. The Company’s Internet Web sites and various distribution networks allow the Company’s products to be marketed and reserved directly or through our various channel partners.

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During the fourth quarter of 2008, the Company began implementing a new counter automation system designed to improve the flexibility to adapt to our changing environment.

The Company partners with Electronic Data Systems Corporation, a Hewlett Packard (“HP”) company, and EDS Information Systems, L.L.C., also an HP company, (collectively, “EDS”), wherein EDS provides the majority of the Company’s information technology (“IT”) services, including applications development and maintenance, network, workplace and storage management, back-up and recovery and mid-range hosting services. EDS is a leading global IT service company that manages and monitors the majority of the Company’s data network and its daily information processing. The Company’s counter automation, reservations, revenue management, Internet Web sites and fleet processing systems are housed in a secure underground EDS facility in Oklahoma designed to withstand disasters.

U.S. franchisees receiving a certain volume of reservations are required to use an approved automated counter system. In addition to providing an electronic data link with the Company’s worldwide reservations centers, the automated counter system produces rental agreements and provides the Company and its franchisees with customer and vehicle inventory information as well as financial and operating reports.

Fleet Acquisition and Management

Vehicle Supply

For the 2008 model year, Chrysler vehicles represented approximately 76% of the total U.S. fleet purchases by DTG Operations. DTG Operations also purchases vehicles from other vehicle manufacturers. The Company expects that for the 2009 model year, Chrysler vehicles will continue to represent a substantial majority of the total U.S. fleet of DTG Operations.

Residual Value Programs limit the Company’s residual value risk. The manufacturer either guarantees the aggregate depreciated value upon resale of covered vehicles of a given model year, as is generally the case under Chrysler’s program, or agrees to repurchase vehicles at specified prices during established repurchase periods.

Chrysler, the Company’s primary supplier, sets the terms of its Residual Value Program, including monthly depreciation rates, minimum and maximum holding periods and mileages, model mix requirements, vehicle condition and other return requirements. Under the program, Chrysler agrees to reimburse DTG Operations for any difference between the aggregate gross auction sale price of the Program Vehicles for the particular model year and the vehicles’ aggregate predetermined residual value and certain transportation, auction-related and interest costs.

DTG Operations also purchases Non-Program Vehicles, for which it bears the full residual value risk because the vehicles are not covered by any Residual Value Program. It does so because Non-Program Vehicles provide lower cost vehicles and allow the Company to reduce its risk related to the creditworthiness of the vehicle manufacturers. Chrysler, the main provider of Non-Program Vehicles to DTG Operations, does not set any terms or conditions on the resale of Non-Program Vehicles other than requiring minimum holding periods. During 2008, approximately 65% of all vehicles operated by DTG Operations were Non-Program Vehicles. For 2009, the Company expects to significantly increase its level of vehicles acquired as Non-Program Vehicles.

Vehicle depreciation is the largest single cost element in the Company’s operations. Residual Value Programs enable Dollar and Thrifty to determine their depreciation expense on Program Vehicles in advance. The future percentages of Program Vehicles in our fleet will be dependent on the availability and attractiveness of Residual Value Programs, and we expect percentages for 2009 to be significantly lower than 2008 as we acquire more Non-Program Vehicles. Increasing the level of Non-Program Vehicles allows the Company to maintain a larger fleet of vehicles at a lower cost without the related vehicle manufacturer risk. However, by increasing the level of Non-Program Vehicles, the Company increases its risk related to fluctuations in the residual value of the vehicle, which depends on such factors as the general level of pricing in the automotive industry for both new and used vehicles, and dependence on used car auction demand which impacts its ability to rapidly defleet.

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Dollar and Thrifty have maintained U.S. vehicle supply agreements with Chrysler since the 1997 model year. In September 2006, the Vehicle Supply Agreement (the “VSA”) was amended to enable the Company to acquire vehicles through the 2011 model year. The VSA provides that the Company will purchase at least 75% of its vehicles from Chrysler to obtain agreed incentive payments until a certain minimum level is reached. Dollar and Thrifty will promote Chrysler vehicles exclusively in their advertising and other promotional materials, and Chrysler has agreed to make various promotional payments to the Company. These payments are material to the Company’s results of operations. See Note 6 of Notes to Consolidated Financial Statements. While Chrysler has the sole discretion to set the specific terms and conditions of its Residual Value Program for a model year, it has agreed in the VSA to offer programs to the Company that, taken as a whole, are competitive with the Residual Value Programs that Ford Motor Company ("Ford") and General Motors Corporation make generally available to domestic vehicle rental companies.

In February 2009, the Company signed a secondary vehicle supply agreement with Ford that, beginning with the 2009 model year, will allow the Company to source a portion of its annual vehicle purchases, with certain minimum and maximum volumes, through Ford until August 2012. This agreement may be renewed for a three-year term, upon written agreement by the Company and Ford prior to August 31, 2012.

Vehicle Remarketing

DTG Operations generally holds Program Vehicles in rental service for approximately six months. Most Program Vehicles must be removed from service before they reach 30,000 miles to avoid excess mileage penalties under Chrysler’s and other manufacturers’ Residual Value Programs. DTG Operations must bear the risk on the resale of Program Vehicles that cannot be returned.

DTG Operations historically held Non-Program Vehicles in rental service for approximately ten months but expects to extend holding periods in 2009. DTG Operations remarketed 54% of its Non-Program Vehicles through auctions and 46% directly to used car dealers, wholesalers and its franchisees during the year ended December 31, 2008.

Fleet Management

The Company utilizes fleet optimization software (the “Pros Fleet Management Software”) from PROS Holdings, Inc., a leading provider of pricing and revenue optimization software. The Pros Fleet Management Software allows the Company to improve fleet planning and efficiencies in its vehicle acquisition and remarketing efforts.

Vehicle Financing

The Company requires a substantial amount of debt to finance the purchase of vehicles used in its rental fleets. The Company primarily utilizes asset backed medium term notes and commercial paper programs to finance its vehicles. Under these programs, the Company is required to provide collateral at different levels for Program Vehicles and Non-Program Vehicles. The Company also uses bank lines of credit and vehicle manufacturer lines of credit to finance the remainder of its vehicles. See Note 10 of Notes to Consolidated Financial Statements.

Fleet Leasing Programs

DTG Operations has historically made fleet leasing programs available to Dollar and Thrifty U.S. franchisees for each new model year. This program is not offered for the 2009 model year due to constrained financing capacity and instability in the credit markets. For the year ended December 31, 2008, approximately 1% of the Company’s total revenue was derived from vehicle leasing programs.

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U.S. Fleet Data

	Year Ended December 31,
	2008		2007		2006
DTG
Average number of vehicles leased to franchisees		2,754		4,309		8,836
Average number of vehicles in combined fleets of franchisees		18,171		22,696		29,095
Average number of vehicles in combined fleets of company-owned stores		115,129		117,488		113,762
Total		133,300		140,184		142,857

Competition

There is intense competition in the vehicle rental industry on the basis of price, service levels, vehicle quality, vehicle availability and the convenience and condition of rental locations. Dollar and Thrifty and their franchisees operate mainly in the U.S. airport market, relying on leisure, tour and small business customers. Dollar and Thrifty and their franchisees’ principal competitors are Alamo, Avis, Budget, Enterprise, Hertz and National.

The Canadian vehicle rental markets are also intensely competitive. Most of the Canadian market is operated either directly or through franchisees of the major U.S. vehicle rental companies, including Alamo, Avis, Budget, Enterprise, Hertz and National, as well as Dollar and Thrifty.

Insurance

The Company is subject to third-party bodily injury liability and property damage claims resulting from accidents involving its rental vehicles. In March 2006 and 2007, the Company retained risk of loss up to $4.0 million per occurrence for public liability and property damage claims, plus a self-insured corridor of $1.0 million per occurrence for losses in excess of $4.0 million with an aggregate limit of $7.0 million for losses within this corridor. In February 2008 and continuing through January 2009, the Company increased its retained risk of loss up to $5.0 million per occurrence for public liability and property damage claims, including third-party bodily injury and property damage. The Company maintains insurance coverages at certain amounts in excess of its retained risk. The Company retains the risk of loss on supplemental liability insurance sold to vehicle rental customers.

In February 2009, the Company increased its retained risk of loss up to $7.5 million per occurrence for public liability and property damage claims, including third party bodily injury and property damage.

Starting in 2006 the Company retained risk of loss up to $5.0 million for general and garage liability. The Company retains the risk of loss for any catastrophic and comprehensive damage to its vehicles. In addition, the Company carries workers' compensation coverage with retentions in various amounts up to $500,000. The Company also carries excess liability and directors' and officers' liability insurance coverage.

Provisions for bodily injury liability and property damage liability on self-insured claims and for supplemental liability insurance claims (collectively referred to as “Vehicle Insurance Reserves”) are made by charges to expense based upon periodic actuarial evaluations of estimated ultimate liabilities on reported and unreported claims. As of December 31, 2008, the Company had Vehicle Insurance Reserves of $110.3 million. The Company’s obligations to pay insurance related losses and indemnify the insurance carriers for fronted policies are collateralized by surety bonds and letters of credit. As of December 31, 2008, these letters of credit and surety bonds totaled approximately $56.0 million and $7.0 million, respectively.

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The Company also maintains various letters of credit and surety bonds to secure performance under airport concession agreements and other obligations which totaled approximately $9.0 million and $40.0 million, respectively, as of December 31, 2008.

Regulation

Loss Damage Waivers

Loss damage waivers relieve customers from financial responsibility for vehicle damage. Legislation affecting the sale of loss damage waivers has been adopted in 25 states. These laws typically require notice to customers that the loss damage waiver may duplicate their own coverage or may not be necessary, limit customer responsibility for damage to the vehicle or cap the price charged for loss damage waivers. Adoption of national or additional state legislation affecting or limiting the sale, or capping the rates, of loss damage waivers could result in the loss of this revenue and could increase costs to Dollar, Thrifty and their franchisees.

Franchising Regulation

As franchisors, Dollar and Thrifty are subject to federal, state and foreign laws regulating various aspects of franchise operations and sales. These laws impose registration and disclosure requirements on franchisors in the offer and sale of franchises and, in certain states, also apply substantive standards to the relationship between the franchisor and the franchisee, including those pertaining to default, termination and nonrenewal of franchises.

Other Matters

Certain states previously made vehicle owners (including vehicle rental companies) vicariously liable for the actions of any person lawfully driving an owned vehicle, regardless of fault. Until August 10, 2005, when a change in the vicarious liability law was imposed, some of these states, primarily New York, did not limit this liability. With the passage of the federal "Highway Bill", unlimited vicarious liability for vehicle rental and leasing companies has been removed, thus, limiting exposure to state minimum financial responsibility amounts. Vehicle rental companies are also subject to various federal, state and local consumer protection laws and regulations including those relating to advertising and disclosure of charges to customers.

Dollar and Thrifty are subject to federal, state and local laws and regulations relating to taxing and licensing of vehicles, franchise sales, franchise relationships, vehicle liability, used vehicle sales, insurance, telecommunications, vehicle rental transactions, environmental protection, privacy and labor matters. The Company believes that Dollar’s and Thrifty’s practices and procedures are in substantial compliance with federal, state and local laws and is not aware of any material expenditures necessary to meet legal or regulatory requirements. Nevertheless, considering the nature and scope of Dollar’s and Thrifty’s businesses, it is possible that regulatory compliance problems could be encountered in the future.

Environmental Matters

The principal environmental regulatory requirements applicable to Dollar and Thrifty operations relate to the ownership, storage or use of petroleum products such as gasoline, diesel fuel and new and used motor oil; the treatment or discharge of waste waters; and the generation, storage, transportation and off-site treatment or disposal of waste materials. Dollar and Thrifty own 19 and lease 130 locations where petroleum products are stored in underground or above-ground tanks. For owned and leased properties, Dollar and Thrifty have programs designed to maintain compliance with applicable technical and operational requirements, including leak detection testing of underground storage tanks, and to provide financial assurance for remediation of spills or releases.

The historical and current uses of the Dollar and Thrifty facilities may have resulted in spills or releases of various hazardous materials or wastes or petroleum products ("Hazardous Substances") that now, or in the future, could require remediation. The Company also may be subject to requirements related to remediation of Hazardous Substances that have been released into the environment at properties it owns or operates, or owned or operated in the past, or at properties to which it sends, or has sent, Hazardous Substances for treatment or disposal. Such remediation requirements generally are imposed without regard to fault, and liability for any required environmental remediation can be substantial.

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Dollar and Thrifty may be eligible for reimbursement or payment of remediation costs associated with releases from registered underground storage tanks in states that have established funds to assist in the payment of such remediation costs. Subject to certain deductibles, the availability of funds, the compliance status of the tanks and the nature of the release, these tank funds may be available to Dollar and Thrifty for use in remediating releases from their tank systems.

At certain facilities, Dollar and Thrifty are investigating or remediating soil or groundwater contamination. Based on currently available information, the Company does not believe that the costs associated with environmental investigation or remediation will be material. However, additional contamination could be identified or occur in the future.

The use of automobiles and other vehicles is subject to various governmental requirements designed to limit environmental damage, including that caused by emissions and noise. Generally, these requirements are met by the manufacturer except, on occasion, equipment failure requiring repair by the Company.

Environmental legislation and regulations and related administrative policies have changed rapidly in recent years. There is a risk that governmental environmental requirements, or enforcement thereof, may become more stringent in the future and that the Company may be subject to additional legal proceedings at other locations brought by government agencies or private parties for environmental matters. In addition, with respect to cleanup of contamination, additional locations at which wastes generated by the Company may have been released or disposed, and of which the Company is currently unaware, may in the future become the subject of cleanup for which the Company may be liable, in whole or part. Accordingly, while the Company believes that it is in substantial compliance with applicable requirements of environmental laws, there can be no assurance that the Company’s future environmental liabilities will not be material to the Company’s consolidated financial position or results of operations or cash flows.

Employees

As of December 31, 2008, the Company employed a total of approximately 6,800 full-time and part-time employees. Approximately 200 of the Company’s employees were subject to collective bargaining agreements as of December 31, 2008. The Company believes its relationship with its employees is good.

ITEM 1A. RISK FACTORS

Expanding upon the factors discussed in the Forward-Looking Statements section provided at the beginning of this Annual Report on Form 10-K, the following are important factors that could cause actual results or events to differ materially from those contained in any forward-looking statements that we made. In addition, not all risks and uncertainties are described below. Risks that we do not know about could arise and issues we now view as minor could become more important. If we are unable to adequately respond to any of these risks, our financial condition and results of operations could be materially adversely affected.

Economic and Financial Market Conditions

Our results are dependent on general economic conditions in the U.S. and Canada, our principal markets, and on the U.S. automotive industry in particular. The current significant challenges facing the U.S. and Canadian economies and the highly uncertain global economic outlook have materially adversely affected consumer confidence and spending levels. We believe that these conditions are likely to persist throughout 2009. These conditions and severe credit market disruptions, among other factors, have also materially adversely affected the global automotive industry and the principal automotive manufacturers in the U.S. in particular, including Chrysler, our principal supplier.

As detailed below and in the risk factors that follow, these conditions have adversely affected our results and prospects for the foreseeable future and have necessitated significant actions to mitigate the impact of the current environment. For example, we have reduced our rental fleet requirements in response to declining demand and undertaken significant reductions in our workforce. We cannot assure you, however, that these actions will be successful in mitigating revenue declines resulting from reduced demand.

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During 2008, there were significant disruptions in the financial markets that affected our access to funding. In 2008, our ability to access the commercial paper market was impaired and we were entirely unable to access that market in the fourth quarter. We believe our access to financing will continue to be severely limited in 2009. In particular, we believe that our peak vehicle financing purchases for 2009 may be constrained as a result of lack of bank credit capacity to replace certain of our financing arrangements.

The remarketing of Non-Program Vehicles is subject to prevailing market prices, and the general decline in economic conditions has also adversely affected values realized on the disposition of Non-Program Vehicles in the wholesale market in 2008. Whether, when and to what extent the used car market will rebound remains uncertain. If the current challenging environment persists, our financial condition and results could be further adversely affected.

The economic environment has also affected some of our customers and franchisees. In 2008, an important tour operator customer filed for bankruptcy. Additionally, some of our franchisees have experienced financial challenges and a limited number of them either closed or consolidated their operations. These circumstances have resulted in reduced fee revenue to the Company and a potential for increased bad debt exposure. Depending on the depth and duration of the current recession, we may lose other customers or our franchisees may become unable to meet their payment obligations to us.

Liquidity Considerations

The current economic environment has placed pressure on major aspects of our business, with the result that our primary objective has been to preserve liquidity and enhance operating cash flow to ensure that we maintain maximum flexibility to address persistent adverse conditions. The actions we have taken to position the Company to meet this objective, such as reductions in our workforce and in our overall rental fleet size, may be inadequate if economic conditions deteriorate further or if there is a significant disruption in the U.S. automotive industry requiring a restructuring of any of the U.S. automotive companies, including Chrysler. In that event, we may need to take additional material actions that could cause disruptions to our business, operations and prospects, which could in turn further adversely affect our cash flow and liquidity.

Chrysler Restructuring or Bankruptcy

Our principal supplier, Chrysler, has requested significant federal assistance and is exploring other means to restructure so as to remain financially viable. It is highly uncertain whether federal assistance will be available as requested or at all or whether other alternatives available to it will prove successful. Any restructuring of Chrysler could have significant implications for its business with its customers, including us. Moreover, Chrysler has stated that, in the absence of further federal assistance, it may seek protection under the federal bankruptcy laws, which could result in a court-supervised restructuring or liquidation of Chrysler.

Our business could be materially and adversely affected to the extent that repayment of our receivables from Chrysler, resulting mainly from residual value guarantees on Program Vehicles, are delayed or compromised in any restructuring or liquidation of Chrysler. The residual value of Chrysler vehicles in our fleet would likely also be adversely affected as consumers lose confidence in Chrysler’s ability to meet warranty obligations. A restructuring or bankruptcy of Chrysler could also disrupt vehicle supply to our business. We expect that for the 2009 model year, Chrysler vehicles will continue to represent a substantial majority of our U.S. fleet.

We have taken actions to mitigate these exposures. For example, we have significantly reduced receivables outstanding from Chrysler and our purchases of Program Vehicles during 2008 to reduce our exposure to Chrysler’s credit, and we are continuing to increase the proportion of risk vehicles in our fleet. We have also sought to diversify our suppliers, including through a new secondary supply agreement with Ford Motor Company.

These actions and others that we plan to take if Chrysler’s viability continues to worsen may not be adequate to address our exposure to Chrysler or ensure an adequate supply of vehicles to operate our business. Moreover, our business could be adversely affected by consumer perceptions of our business and the quality of our rental fleet, given our long-standing association with Chrysler. If Chrysler failed to meet its payment or supply obligations to us as and when required, our operations could be significantly disrupted and our results and prospects could be materially and adversely affected.

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Bond Insurer Insolvency or Bankruptcy

Our obligations under our medium term note facilities are supported by monoline or bond insurers (“Monolines”), which have faced significant financial challenges and credit downgrades as a result of the current constrained financial markets. An insolvency or bankruptcy of any of these Monolines could trigger an amortization of our obligations under the affected medium term notes, which would require a more rapid repayment of those notes, and could also (subject to certain conditions) result in cross-defaults under certain of our other financing agreements. Given our current lack of access to the capital and credit markets, we believe that we would be unable to refinance the affected notes and would be required to take immediate action to preserve our operations. These actions could include extending the holding period of our vehicles to maximize their useful life prior to sale, as well as further reductions of our operations and workforce. These and other actions we may take may not be successful to enable us to meet our obligations under the affected notes and, even if successful, they would likely have an adverse affect on our results and cash flow available to fund ongoing operations. If we curtailed our operations, our ability to compete effectively would also be adversely affected.

Vehicle Financing and Capital Market Access

We depend on the capital markets for financing our vehicles using primarily asset backed medium term note programs. We use cash and letters of credit under our bank loan facility to provide enhancement collateral for these asset backed medium term note programs. Collateral requirements vary depending on whether the vehicle is a risk vehicle or is covered by a manufacturer's Residual Value Program. As we increase the level of risk vehicles in the fleet, we also increase our risk to fluctuations in the residual value of those risk vehicles due to volatility in the used vehicle market. If the residual value of our risk vehicles declines significantly or we experience cumulative losses on disposition of a specified percentage of our fleet, we would be required to increase the level of collateral enhancement in the vehicle financing facility, which would reduce our liquidity available for other purposes.

Collateral requirements are lower for vehicles covered by Residual Value Programs when the manufacturer also maintains an investment grade credit rating. Adverse changes to the credit ratings of the related manufacturers have materially increased the amount of collateral required to finance our vehicle fleet, and we expect these collateral levels to remain high for the foreseeable future.

Volatility in the markets and the credit downgrades of the Monolines have limited our access to the asset backed medium term note market. Historically we have accessed the medium term note market each year to replace maturing notes, and continued disruption in the asset backed medium term note market could materially impact our ability to finance and further increase the cost of financing vehicles in the future. If the markets have not rebounded and we are unable to replace maturing notes, we may not have sufficient financing for vehicles in 2010 and beyond. A bankruptcy filing by one or more of the Monolines could result in accelerating the payoff schedule of a portion or all of our asset backed medium term notes.

We rely to a significant extent on indebtedness to fund vehicle purchases and expect to have substantial debt and debt service requirements in the foreseeable future. During 2008, there were significant disruptions in the credit markets that affected our access to financing. One of our lines of credit was cancelled and another was not renewed. Our ability to borrow in the commercial paper markets was also affected during the year and, in late 2008, we began borrowing under the liquidity facility that supports our commercial paper program because we were unable to access the commercial paper market. We also do not expect to have access to the medium term note market or the commercial paper market in 2009. We have obtained various amendments to certain of our financing arrangements, including our senior secured credit facilities (as amended, the "Senior Secured Credit Facilities"), to ensure sufficient operating flexibility under our financial covenants, while maintaining adequate borrowing capacity. As a condition to some of these amendments, we had to reduce outstanding debt and agree to permanent reductions in the lending commitments of our counterparties. We are subject to numerous financial and non-financial covenants under our financing arrangements, and defaults under some of our arrangements include events that are outside our controls, such as the insolvency or bankruptcy of the Monolines.  In the future, we may need to obtain additional amendments or waivers under our financing arrangements, and we cannot assure you that we will be able to obtain them on favorable terms or at all.  If a default were to occur under our financing arrangements, our lenders could be entitled to accelerate our repayment of outstanding debt and exercise their remedies against any collateral securing the debt.

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Vehicle Supply and Residual Value Programs

Our vehicle supply agreement with Chrysler extends through model year 2011 and we generally purchase 75% to 90% of our vehicles from Chrysler. Under the vehicle supply agreement, to obtain agreed incentive payments we must purchase 75% of our vehicles from Chrysler up to certain targeted volumes and Chrysler has agreed to provide us certain minimum volumes of vehicles.

We have no control over the terms of Residual Value Programs offered by the vehicle manufacturers and we anticipate that the cost of Program Vehicles will continue to increase in 2009. We intend to reduce the number of Program Vehicles we purchase in 2009 as we acquire more risk vehicles to mitigate such increased costs and reduce our exposure to the creditworthiness of vehicle manufacturers.

In early 2009, we signed a vehicle supply agreement with Ford to purchase a portion of our vehicles through the 2012 model year. Additionally, we purchase vehicles from other manufacturers, such as Hyundai Motor America ("Hyundai") and Kia Motors America ("Kia") that offer Residual Value Programs wherein the vehicle manufacturer takes back the vehicle to sell and pays us the full depreciated value of the vehicle.

Vehicle manufacturers, including Chrysler, have reduced vehicle supply to the rental car industry and have significantly increased industry vehicle costs for the past few years by increasing Program Vehicle depreciation rates and lowering incentives. The failure of any of the major vehicle manufacturers to sell enough vehicles to the industry could adversely affect our results.

The U.S. automotive industry has been under severe pressure as a result of the current recessionary environment, leading certain manufacturers, including Chrysler, to request significant amounts of federal support in order to remain financially viable. If Chrysler defaults under its Residual Value Program for any reason, we could be left with a material unpaid balance with respect to Program Vehicles and our financial condition and results of operations would be materially adversely affected. We also have exposure to the creditworthiness of other suppliers. For example, under our agreements with Hyundai and Kia, our receivable relates to Program Vehicles that were returned to the respective manufacturer for disposition with the ultimate sales proceeds owed to us. If Chrysler or any of our other important suppliers fails to remain financially viable, it could disrupt vehicle supply and affect our ability to meet our fleet requirements.

Risk in Vehicle Remarketing

We have retained the used car market value risk on approximately 65% of our vehicles during 2008 and plan to increase this percentage in 2009. The depreciation costs for these vehicles are highly dependent on used car prices at the time of sale, requiring the Company to make assumptions regarding the age and mileage of the vehicles at the time of disposal, as well as the general used vehicle auction market. We currently sell risk vehicles through auctions, third party resellers and other channels, which may not produce stable used vehicle pricing in the future. The costs of our risk vehicles may be materially impacted by the relative strength of the used car market, particularly the market for one to two year old used cars. A decline in the prices at which we sell risk vehicles could have an adverse impact on our fleet holding costs and results of operations. In 2008, the used car market experienced significant volatility and an overall decline in residual values, including for many types of vehicles in our fleet. A further significant decline in used car prices for the vehicles we are selling would have a significant adverse impact on our results.

Operating more risk vehicles could have a negative impact on the vehicle utilization and profitability if we are unable or elect not to sell those vehicles in periods of weaker rental demand.

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Risks Related to Car Acquisition and Disposition

For the year ended December 31, 2008, approximately 35% of the vehicles purchased were subject to repurchase by vehicle manufacturers under Residual Value Programs. Under these Programs, vehicle manufacturers agree to repurchase vehicles at a specified price or guarantee the depreciation rate on the vehicles during a specified time period, typically subject to certain vehicle condition and mileage requirements. These Programs limit the risk to us that the market value of a vehicle at the time of its disposition will be less than its estimated residual value at such time.

Residual Value Programs enable us to determine our depreciation expense in advance. This predictability is useful to us, since depreciation is a significant cost factor in our operations. A trade-off we face when we purchase Program Vehicles is that we typically pay the manufacturer of a Program Vehicle more than we would pay to buy the same vehicle as a Non-Program Vehicle. Program Vehicles thus involve a larger initial investment than their risk counterparts. If a Program Vehicle is damaged or otherwise becomes ineligible for return or sale under the relevant program, our loss upon the disposition of the vehicle will be larger than if the vehicle had been a risk vehicle, because our initial investment in the vehicle was larger. Program Vehicles also expose us to the receivable risk related to the financial stability of the vehicle manufacturer. If a vehicle manufacturer with a significant receivable balance was unable to pay amounts owed to us upon the sale of the Program Vehicle, it could materially impact our financial results and cash flows.

Residual Value Programs generally provide us with flexibility to reduce the size of our fleet by returning vehicles sooner than originally expected without risk of loss in the event of an economic downturn or to respond to changes in rental demand. This flexibility has been reduced as the percentage of Program Vehicles in our vehicle rental fleet has decreased materially. In addition, the increase in the percentage of risk vehicles in our fleet exposes us to higher residual value risk and unpredictable auction market conditions.

Highly Competitive Nature of the Vehicle Rental Industry

There is intense competition in the vehicle rental industry, especially on price and service. The Internet has increased brand exposure and gives more details on rental prices to consumers and increases price competition. The vehicle rental industry primarily consists of eight major brands, all of which compete strongly for rental customers. A significant increase in industry capacity or a reduction in overall demand could adversely affect our ability to maintain or increase rental rates or market share.

Dependence on Air Travel

We get approximately 90% of our rental revenues from airport locations and airport arriving customers. The number of airline passengers has a significant impact on our business. Mergers and acquisitions in the airline industry, airline restructuring through bankruptcy, and continued challenging economic conditions may cause airlines to reduce flight schedules which could adversely impact the number of airline passengers. The airline industry has also faced considerable challenges in light of current global economic conditions and an overall decline in air travel. In 2008, airline enplanements decreased nearly 5%. A significant reduction in airline passengers or any event that significantly disrupts air travel could negatively impact our results.

Concentration in Leisure Destinations

We have a significant presence in key leisure destinations and earn a large portion of our revenue from these markets. Rental revenue from Florida, Hawaii, California and Texas represented approximately 55% of our total rental revenue in 2008. The severe decline in consumer spending in recent periods has materially adversely affected leisure travel and can be expected to continue to do so in the foreseeable future. Reductions in leisure travel resulting from natural disasters, terrorist acts, or other factors could also have a material adverse impact on our results.

Seasonality

Our business is subject to seasonal variations in customer demand, with the summer vacation period representing the peak season for vehicle rentals. In 2008, the second and third quarters accounted for over 26% and 29% of the Company’s vehicle rental revenues, respectively. Any event that disrupts rental activity, fleet supply, or industry fleet capacity during these quarters could have a disproportionately material adverse effect on our liquidity, our cash flows and/or our results of operations.

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Like-Kind Exchange Program

We use a like-kind exchange program for our vehicles where we dispose of our vehicles and acquire replacement vehicles in such a way that we defer the gain on these dispositions for tax purposes. The use of this like-kind exchange program has allowed us to defer a material amount of federal and state income taxes beginning in 2002. In order to get the benefit of the deferral of the gains on disposal of our vehicles, we must acquire replacement vehicles within a specified time frame. Therefore, a downsizing of our fleet, a reduction in vehicle purchases or a suspension of the program, such as occurred in late 2008, could result in a reduced amount of gain deferrals and increased payments of federal and state cash income taxes, after considering the effect of net operating loss carryforwards. For further discussion of our like-kind exchange program, see "Management Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources".

Customer Surcharges

In almost every state, we recover various costs associated with the title and registration of our vehicles and, where permitted, the concession cost imposed by airport authorities or the owners and/or operators of the premises from which our vehicles are rented. Consistent with industry-wide business practices, we separately state these additional surcharges in our rental agreements and invoices and disclose the existence of these surcharges to customers together with an estimated total price, inclusive of these surcharges, in all distribution channels. This standard practice complies with the Federal Trade Commission Act and has been upheld by several courts. However, there are several legislative proposals in certain states which, if enacted, would define which surcharges are permissible and establish calculation formulas which may differ from the manner in which we set our surcharges.

Enactment of any of these proposals could restrict our ability to recover all of the surcharges we currently charge and may have a material adverse impact on our results of operations.

Laws and Regulations

We are subject to a wide variety of laws and regulations in the U.S. and Canada and other jurisdictions in which we operate, and changes in the level of government regulation of our business have the potential to materially alter our business practices or our profitability. Depending on the jurisdiction, those changes may come about through new legislation, the issuance of new laws and regulations or changes in the interpretation of existing laws and regulations by a court, regulatory body or governmental official.

Optional insurance products, including, but not limited to, supplemental liability insurance, personal accident insurance and personal effects protection, we offer to renters providing various insurance coverages in our domestic vehicle rental operations are regulated under state laws governing the licensing of such products.

Any changes in U.S. or foreign law that change our operating requirements with respect to optional insurance products could increase our costs of compliance or make it uneconomical to offer such products, which would lead to a reduction in revenue. If customers decline to purchase supplemental liability insurance products through us as a result of any changes in these laws or otherwise, our results of operations could be materially adversely affected.

Fuel Costs

In 2008, prices for petroleum-based products, including gasoline, were extremely volatile and significantly affected automotive travel patterns. While gasoline prices have moderated, it is possible that a variety of factors, including the current economic environment and geopolitical unrest in oil-producing nations, could cause further price volatility. Limitations in fuel supplies or significant increases in fuel prices could have an adverse effect on our financial condition, results of operations and cash flows, either by directly discouraging customers from renting cars, causing a decline in airline passenger traffic, or increasing our operating costs, if these increased costs cannot be passed through to our customers.

Third Party Internet Sites

The Internet has had a significant impact on the way travel companies get reservations. For 2008, we received 76% of our non-tour reservations from the Internet, with 44% coming from our own Internet Web sites, dollar.com and thrifty.com. The remaining portion of non-tour reservations derived from the Internet were provided by third party Internet sites. No single third party Internet site provides more than 8% of our non-tour reservations.

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Future changes in the way travel is sold over the Internet or changes in our relationship with third party Internet sites could result in reduced reservations from one or more of these sites and less revenue.

Liability Insurance Risk

We are exposed to claims for personal injury, death and property damage resulting from accidents involving our rental customers and the use of our cars. In 2007 and 2008, we maintained the level of self-insurance of $4.0 million and $5.0 million, respectively, per occurrence, plus a self-insured corridor of $1.0 million per occurrence for losses in excess of $4.0 million and $5.0 million, respectively, with an aggregate limit of $7.0 million for this corridor, and maintain the level of self-insurance for general and garage liability of $5.0 million. In 2009, we increased the level of self-insurance from $5.0 million to $7.5 million per occurrence. We maintain insurance coverage for liability claims above these self-insurance levels. We self-insure for all losses on supplemental liability insurance policies sold to vehicle rental customers. A significant change in amount and frequency of uninsured liability claims could negatively impact our results.

Litigation Relating to the Constitutionality of the Removal of Vicarious Liability

The federal Highway Bill removed unlimited vicarious liability for vehicle rental and leasing companies, limiting exposure to state minimum financial responsibility amounts. Before vicarious liability was removed, the owner of a vehicle in certain states would be liable for acts by vehicle drivers even though the vehicle owner was not directly responsible. This federal law supersedes all state laws on vicarious liability for automobile lessors. Since the Highway Bill became law, its constitutionality has been challenged in some state courts, including subsequent appeals. If these provisions of the Highway Bill were overturned, we would be subject to significant exposure to insurance liabilities and higher insurance costs, which would materially impact our results.

Environmental Regulations

We are subject to numerous environmental regulatory requirements related to the ownership, storage or use of petroleum products such as gasoline, diesel fuel and new and used motor oil; the treatment or discharge of waste waters; and the generation, storage, transportation and off-site treatment or disposal of waste materials. We have made, and expect to continue to make, expenditures to comply with environmental laws and regulations. These expenditures may be material to our financial position, results of operations and cash flows. We have designed programs to maintain compliance with applicable technical and operational requirements, including leak detection testing of underground storage tanks, and to provide financial assurance for remediation of spills or releases. However, we cannot be certain that our programs will guarantee compliance with all regulations to which we are subject.

Environmental legislation and regulations and related administrative policies have changed rapidly in recent years. There is a risk that governmental environmental requirements, or enforcement thereof, may become more stringent in the future and that we may be subject to additional legal proceedings brought by government agencies or private parties for environmental matters. In addition, there may be additional locations of which we are currently unaware at which wastes generated by us may have been released or disposed. In the future, these locations may become the subject of cleanup for which we may be liable, in whole or part. Accordingly, there can be no assurance that the Company’s future environmental liabilities will not be material to the Company’s consolidated financial position or results of operations or cash flows.

Interest Rates

We incur a large amount of debt to purchase vehicles. While the majority of this debt bears interest at fixed rates due to our interest rate swap agreements, a portion of this debt bears interest at short-term floating rates. Therefore, we are exposed to increases in interest rates. The amount of our financing costs affects the amount we must charge our customers to be profitable. Increased interest rates could have a material adverse impact on our results of operations if we are unable to pass increased financing costs through to our customers or if we lose customers to competitors due to increased rental rates resulting from an increase in our financing costs.

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Outsourcing Arrangements

We have an agreement with EDS to handle the majority of our IT services. If EDS fails to meet our required IT needs due to a lack of technical ability or financial condition or otherwise, we may suffer a loss of business functionality and productivity, which would adversely affect our results. Additionally, if there is a disruption in our relationship with EDS, we may not be able to secure another IT supplier to adequately meet our IT needs on acceptable terms, which could result in performance issues and a significant increase in costs.

We have an agreement with PRC to handle a portion of the calls to reserve a car for rental on a future date and to answer questions or handle issues while the renter has our car. If PRC fails to meet our required reservation needs due to lack of qualified personnel or financial condition or otherwise, we may suffer a loss of business which would adversely affect our results. Additionally, if there is a disruption in our relationship with PRC, we may not be able to secure another supplier to adequately meet our reservation needs on acceptable terms, which could result in loss of customers and a decrease in revenues.

Communication Networks and Centralized Information Systems

We heavily rely on information systems to conduct our business specifically in the areas of reservations, rental transaction processing, fleet management and accounting. We have centralized information systems in disaster resistant facilities maintained by EDS in Tulsa, Oklahoma and we rely on communication service providers to link our system with the business locations these systems serve. A failure of a major system, or a major disruption of communications between the system and the locations it serves, could cause a loss of reservations, slow the rental transaction processing, interfere with our ability to manage our fleet and otherwise materially adversely affect our ability to manage our business effectively. Our systems back-up plans, continuity plans and insurance programs are designed to mitigate such a risk, but not to eliminate it.

Our systems contain personal information about our customers, our failure to maintain the security of the data we hold, whether the result of our own error or that of others, could harm our reputation or give rise to legal liabilities resulting in a material adverse effect on our results of operations or cash flows.

Potential for Impairment of Long-Lived Assets

A significant decline in operations on both an individual location and overall company basis could indicate that certain long-lived assets are impaired. We will continue to test our long-lived assets for potential impairment and may be required to write down a portion or all of the remaining long-lived assets, comprising property and equipment and software totaling approximately $135 million.

Stock Price Fluctuation

We cannot predict the prices at which our common stock will trade. The market price of our common stock may fluctuate widely, depending upon numerous factors, many of which are beyond our control. These factors include but are not limited to: our quarterly or annual earnings or others in the rental car industry; actual or anticipated fluctuations in our operating results; announcements by us or our competitors of significant acquisitions or dispositions; changes in earnings estimates by analysts or our ability to meet those estimates; changes in accounting standards, principles or interpretations; overall market fluctuations and general economic conditions. Stock markets in general have experienced volatility. These broad fluctuations may adversely affect the trading price of our common stock.

In December 2008, our market capitalization was less than the minimum $25 million required for continued listing of our common stock on the NYSE; however, due to recent volatile market conditions, the NYSE temporarily reduced the minimum market capitalization requirement to $15 million through April 22, 2009 and has recently determined to extend this period, subject to SEC approval. Because of the significant volatility in our stock price, we cannot predict whether we will be able to maintain the required minimum market capitalization. If we are unable to do so, or we fail to meet any other listing condition, particularly those that depend on market prices, the NYSE could commence delisting proceedings with respect to our common stock.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company owns its headquarters located at 5330 East 31st Street, Tulsa, Oklahoma. This location is a three building office complex that houses the headquarters for Dollar and Thrifty. These buildings and the related improvements were mortgaged to Deutsche Bank Trust Company Americas (“Deutsche Bank”), as administrative agent for a syndicate of banks under the Senior Secured Credit Facilities.

In connection with the Senior Secured Credit Facilities, the Company also executed mortgages in favor of Deutsche Bank encumbering its real property located in Tampa, Las Vegas, Ft. Lauderdale, Dallas, Houston and Salt Lake City.

The Company owns or leases real property used for company-owned stores and office facilities, and in some cases owns real property that is leased to franchisees or other third parties. As of December 31, 2008, the Company’s company-owned operations were carried on at 400 locations in the U.S. and Canada, the majority of which are leased. Dollar and Thrifty each operate company-owned stores under concession agreements with various governmental authorities charged with the operation of airports. Concession agreements for airport locations, which are usually competitively bid, are important for securing air traveler business.

ITEM 3. LEGAL PROCEEDINGS

On July 20, 2007, a purported class action lawsuit was filed against DTG Operations, Inc. and the Company in the Superior Court for Los Angeles County, California by Marquis Smith, on his behalf and on behalf of all others similarly situated, seeking to recover amounts alleging overcharges to California renters for loss damage waivers on complimentary upgrade rentals and for the issuance of a permanent injunction. A settlement was reached on this matter requiring the Company to distribute discount coupons to all participants in the class action lawsuit.

On September 23, 2007, a purported class action was filed against the Company and DTG Operations, Inc., et al., by Maria Albayero, individually and on behalf of all similarly situated employees in California, in the Superior Court for Orange County, California. This lawsuit is an action for alleged violations of wage and hour laws including not providing and/or compensating for missed meal and rest periods, failure to reimburse uniform maintenance, as well as other things. The suit seeks payment of wages, damages, penalties and injunctive relief. This matter was settled in an amount not material to the Company’s consolidated financial statements.

On November 14, 2007, a purported class action was filed against the Company, by Michael Shames and Gary Gramkow, individually and on behalf of all others similarly situated, in the Southern District Court of California, claiming that the pass through of the California Trade and Tourism Commission and airport concession fee authorized by legislation effective in January 2007 constitute antitrust violations of the Sherman Act and the California Unfair Competition Act. The case is styled Michael Shames; Gary Gramkow, on behalf of themselves and on behalf of all persons similarly situated v. The Hertz Corporation, Dollar Thrifty Automotive Group, Inc., Avis Budget Group, Inc., Vanguard Car Rental USA, Inc., Enterprise Rent-A-Car Company, Fox Rent-A-Car, Inc., Coast Leasing Corp., The California Travel and Tourism Commission and Caroline Beteta (No. 07 CV 2174 H BLM (S.D. Cal.)). The defendants filed a motion to dismiss the amended complaint, and on July 25, 2008 the Court issued an order denying the motion as to the antitrust claims but granting the motion to dismiss state law claims. The Court also dismissed The California Travel and Tourism Commission from the litigation based on state action immunity. The Company intends to vigorously defend this matter.

On December 13, 2007 and December 14, 2007, purported class actions were filed against the Company, by Thomas Comisky and Isabel Cohen, respectively, individually and on behalf of all others similarly situated, in the Central District Court of California. These lawsuits claim (among other matters) a violation of rights guaranteed under the Free Speech and Free Association Clauses by compelling out-of-state visitors to subsidize the Passenger Car Rental Tourism Assessment Program. On February 19, 2009, these actions were dismissed with prejudice.

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On June 12, 2008, a purported class action was filed by Zack Miller and unnamed members of the plaintiff class in the United States District Court for the Central District of California. The case is styled Zack Miller, et al. v. DTG Operations, Inc. dba Dollar Rent A Car, dba Thrifty Car Rental, Dollar Rent A Car, Inc., Thrifty Rent-A-Car System, Inc. (No. CV08-03875 VBF JTLx, (C.D. Cal.)). The plaintiff alleges unfair business practices in violation of the California Business and Professions Code, alleging that the Company sold contracts of insurance without first obtaining the approval of the California Insurance Commission. On January 21, 2009, this suit was dismissed but plaintiff was given until February 4, 2009 to refile. On February 4, 2009, plaintiff filed a second amended complaint and has requested leave to file a third amended complaint. The Company intends to vigorously defend these allegations.

On December 5, 2008, a purported class action was filed against the Company by Walter Schenker, on behalf of himself and all others similarly situated, in the District Court for Clark County, Nevada. The suit alleges that the Company is incorrectly calculating the Nevada statutory recovery fee at the Las Vegas International Airport and alleges deceptive trade practices. The case is styled Walter Schenker, on behalf of himself and all others similarly situated v. Dollar Thrifty Automotive Group, Inc. and DTG Operations, Inc. (No. A577155, Clark County District Court, Nevada). The Company intends to vigorously defend this matter.

Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of ultimate loss, if any, be reasonably estimated.

Various other legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against the Company. Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company. Although the final resolution of any such matters could have a material effect on the Company's consolidated operating results for the particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter ended December 31, 2008.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

DTG's common stock is listed on the NYSE under the trading symbol “DTG.” The high and low closing sales prices for the common stock for each quarterly period during 2008 and 2007 were as follows:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2008
High	$	26.02	$	15.47	$	6.59	$	1.99
Low	$	11.58	$	9.45	$	1.93	$	0.77
2007
High	$	53.00	$	50.97	$	41.50	$	36.95
Low	$	44.70	$	39.85	$	28.42	$	23.27

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The 21,624,752 shares of common stock outstanding at February 20, 2009 were held by approximately 5,584 record and beneficial holders. The Company has not paid cash dividends since completion of its initial public offering in December 1997. The Company intends to reinvest its earnings in its business and therefore does not anticipate paying any cash dividends in the foreseeable future.

Under the terms of the revolving credit facility (as amended the “Revolving Credit Facility”), cash dividends and share repurchases are prohibited. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
October 1, 2008 - October 31, 2008		-	$	-		-	$	117,149,000
November 1, 2008 - November 30, 2008		-	$	-		-	$	117,149,000
December 1, 2008 - December 31, 2008		-	$	-		-	$	-	(1)
Total		-				-

(1)          The remaining $117.1 million of authorization for share repurchases expired and has a zero balance at December 31, 2008.

On February 9, 2006, the Company announced that its Board of Directors had authorized a $300 million share repurchase program to replace the $100 million program of which $44.7 million had been used to repurchase shares. Due to weak economic and industry conditions, the Company suspended the share repurchase program in late 2007 and continued this suspension through year end 2008 when the share repurchase program expired with $117.1 million of remaining authorization. Since inception of the share repurchase programs through December 31, 2008, the Company repurchased 6,414,906 shares of common stock at an average price of $35.48 per share totaling approximately $227.6 million, all of which were made in open market transactions.

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Performance Graph

The following graph compares the cumulative total stockholder return on DTG common stock with the Hemscott Industry Group 761 – Rental & Leasing Services and the Russell 2000 Index. The Hemscott Industry Group 761 – Rental & Leasing Services is a published index of 25 stocks including DTG, which covers companies that rent or lease various durable goods to the commercial and consumer market including cars and trucks, medical and industrial equipment, appliances, tools and other miscellaneous goods.

The results are based on an assumed $100 invested on December 31, 2003, and reinvestment of dividends through December 31, 2008.

Company/Index/Market	12/31/2003	12/31/2004	12/30/2005	12/29/2006	12/31/2007	12/31/2008
Dollar Thrifty Automotive Group, Inc.	100.00	116.42	139.05	175.83	91.29	4.20
Hemscott Industry Group 761 - Rental & Leasing Services	100.00	121.12	125.91	149.55	121.59	66.26
Russell 2000 Index	100.00	117.49	121.40	142.12	135.10	88.09

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ITEM 6.           SELECTED FINANCIAL DATA

Selected Consolidated Financial Data of the Company

The selected consolidated financial data was derived from the audited consolidated financial statements of the Company. The system-wide data and company-owned stores data were derived from Company records.

			Year Ended December 31,
			2008		2007		2006		2005		2004
Statements of Operations:
	(in thousands except per share amounts)
Revenues:
	Vehicle rentals		$	1,616,153	$	1,676,349	$	1,538,673	$	1,380,172	$	1,255,890
	Other			81,840		84,442		122,004		127,382		147,957
		Total revenues		1,697,993		1,760,791		1,660,677		1,507,554		1,403,847
Costs and expenses:
	Direct vehicle and operating			888,294		887,178		827,440		787,714		692,803
	Vehicle depreciation and lease charges, net			539,406		477,853		380,005		294,757		316,199
	Selling, general and administrative			213,734		230,515		259,474		236,055		223,109
	Interest expense, net			110,424		109,728		95,974		88,208		90,868
	Goodwill and long-lived asset impairment			366,822		3,719		-		-		-
		Total costs and expenses		2,118,680		1,708,993		1,562,893		1,406,734		1,322,979
	(Increase) decrease in fair value of derivatives			36,114		38,990		9,363		(29,725)		(24,265)
Income (loss) before income taxes				(456,801)		12,808		88,421		130,545		105,133
Income tax expense (benefit)				(116,379)		11,593		36,729		54,190		42,390
Income (loss) before cumulative effect of a change in accounting principle				(340,422)		1,215		51,692		76,355		62,743
Cumulative effect of a change in accounting principle				-		-		-		-		3,730
Net income (loss)			$	(340,422)	$	1,215	$	51,692	$	76,355	$	66,473
BASIC EARNINGS (LOSS) PER SHARE:
	Income (loss) before cumulative effect of a change in accounting principle		$	(15.93)	$	0.05	$	2.14	$	3.04	$	2.51
	Cumulative effect of a change in accounting principle			-		-		-		-		0.15
	Net income (loss)		$	(15.93)	$	0.05	$	2.14	$	3.04	$	2.66
DILUTED EARNINGS (LOSS) PER SHARE:
	Income (loss) before cumulative effect of a change in accounting principle		$	(15.93)	$	0.05	$	2.04	$	2.89	$	2.39
	Cumulative effect of a change in accounting principle			-		-		-		-		0.14
	Net income (loss)		$	(15.93)	$	0.05	$	2.04	$	2.89	$	2.53

Note:  Certain reclassifications have been made to the 2007 financial information to conform to the classification used in 2008. 

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			Year Ended December 31,
			2008			2007			2006			2005			2004
Balance Sheet Data:
	(in thousands)
Cash and cash equivalents			$	229,636		$	101,025		$	191,981		$	274,299		$	204,453
Restricted cash and investments			$	596,588		$	132,945		$	389,794		$	785,290		$	455,215
Revenue-earning vehicles, net			$	1,946,079		$	2,808,354		$	2,623,719		$	2,202,890		$	2,256,905
Total assets			$	3,238,181		$	3,891,452		$	4,011,498		$	3,986,784		$	3,604,977
Total debt			$	2,488,245		$	2,656,562		$	2,744,284		$	2,724,952		$	2,500,426
Stockholders' equity			$	214,716		$	578,865		$	647,700		$	690,428		$	608,743
U. S. and Canada
System-wide Data:
Rental locations:
	Company-owned stores			400			466			407			369			352
	Franchisee locations			341			365			429			483			507
		Total rental locations		741			831			836			852			859
Average number of vehicles operated during the period by company-owned stores and franchisees				140,062			148,180			151,100			149,659			147,239
Peak number of vehicles operated during the period by company-owned stores and franchisees				166,300			178,415			185,317			183,291			179,304
Company-owned Stores Data:
Vehicle rental data:
Average number of vehicles operated				120,309			123,484			119,648			113,002			102,159
Number of rental days				36,879,641			37,231,340			36,642,026			34,909,560			31,831,062
Vehicle utilization				83.8	%		82.6	%		83.9	%		84.6	%		85.1	%
Average revenue per day			$	43.82		$	45.03		$	41.99		$	39.54		$	39.46
Monthly average revenue per vehicle			$	1,119		$	1,131		$	1,072		$	1,018		$	1,024
Average depreciable fleet				123,673			127,979			128,739			124,373			119,588
Monthly average depreciation (net) per vehicle			$	363		$	311		$	246		$	197		$	220

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company operates two value rental car brands, Dollar and Thrifty. The majority of its customers pick up their vehicles at airport locations. Both brands are value priced and the Company seeks to be the industry’s low cost provider. Leisure customers typically rent vehicles for longer periods than business customers, on average, providing lower transaction costs. The Company believes its vehicle utilization is consistently higher than that of its competitors.

Both Dollar and Thrifty operate through a network of company-owned stores and franchisees. The majority of the Company’s revenue is generated from renting vehicles to customers through company-owned stores, with lesser amounts generated through parking income, vehicle leasing, royalty fees and services provided to franchisees.

In 2008, the Company’s revenues were negatively impacted by a 2.7% decrease in revenue per day and rental day volume declines of 0.9% due to challenging economic conditions. Airline passenger enplanements, an important driver for airport rental car demand, decreased nearly 5% in 2008.

During 2008, the Company had higher vehicle depreciation expenses due to higher average depreciation rates resulting from a decline in used vehicle residual values due to deterioration in the used vehicle market and lack of demand at auto auctions impacting the Company’s Non-Program Vehicles in addition to vehicle cost increases by manufacturers.

In 2008, the Company recorded a non-cash charge totaling $366.8 million related to goodwill and long-lived asset impairments.

The Company uses mark-to-market accounting for the majority of its interest rate swap agreements. This accounting treatment results in significant volatility to the Company’s operating results but does not impact cash flow. In 2008, the change in fair value of these interest rate swap agreements was a decrease of $36.1 million compared to a decrease of $39.0 million in 2007.

The Company’s profitability is primarily a function of the volume and pricing of rental transactions, utilization of the vehicles and vehicle depreciation costs. Significant changes in the purchase or sales price of vehicles or interest rates can also have a significant effect on the Company’s profitability, depending on the ability of the Company to adjust its pricing for these changes. The Company’s business requires significant expenditures for vehicles and, consequently, requires substantial liquidity to finance such expenditures.

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Results of Operations

The following table sets forth the percentage of total revenues in the Company’s consolidated statements of operations:

			Year Ended December 31,
			2008			2007			2006
Revenues:
	Vehicle rentals			95.2	%		95.2	%		92.7	%
	Other			4.8			4.8			7.3
		Total revenues		100.0			100.0			100.0
Costs and expenses:
	Direct vehicle and operating			52.3			50.4			49.8
	Vehicle depreciation and lease charges, net			31.8			27.1			22.9
	Selling, general and administrative			12.6			13.1			15.6
	Interest expense, net			6.5			6.3			5.8
	Goodwill and long-lived asset impairment			21.6			0.2			-
		Total costs and expenses		124.8			97.1			94.1
	(Increase) decrease in fair value of derivatives			2.1			2.2			0.6
Income (loss) before income taxes				(26.9	)		0.7			5.3
Income tax expense (benefit)				(6.9	)		0.6			2.2
Net income (loss)				(20.0	)%		0.1	%		3.1	%

The Company’s revenues consist of:

• Vehicle rental revenue generated from renting vehicles to customers through company-owned stores, and

• Other revenue generated from leasing vehicles to franchisees, continuing franchise fees and providing services to franchisees, parking income and miscellaneous sources.

The Company’s expenses consist of:

• Direct vehicle and operating expense related to the rental of revenue-earning vehicles to customers and the leasing of vehicles to franchisees,

• Vehicle depreciation and lease charges net of gains and losses on vehicle disposal and payments received on manufacturer promotional and incentive programs,

• Selling, general and administrative expense, which primarily includes headquarters personnel expenses, advertising and marketing expenses, most IT expenses and administrative expenses,

• Interest expense, net, which includes interest expense on vehicle related debt and non-vehicle debt, net of interest earned on restricted and unrestricted cash, and

• Goodwill and long-lived asset impairment related to the write-off of goodwill and reacquired franchise rights, substantially all property and equipment and software in the Company’s Canadian operation and certain information technology initiatives deemed to be impaired.

The Company’s (increase) decrease in fair value of derivatives consists of the changes in the fair market value of its interest rate swap agreements that did not qualify for hedge accounting treatment.

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Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Operating Results

The Company had a loss before income taxes of $456.8 million for 2008 compared to income of $12.8 million in 2007.

Revenues

							$ Increase/			% Increase/
	2008			2007			(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	1,616.2		$	1,676.4		$	(60.2	)		(3.6	%)
Other		81.8			84.4			(2.6	)		(3.1	%)
Total revenues	$	1,698.0		$	1,760.8		$	62.8			(3.6	%)
Vehicle rental metrics:
Average number of vehicles operated		120,309			123,484			(3,175	)		(2.6	%)
Average revenue per day	$	43.82		$	45.03		$	(1.21	)		(2.7	%)
Number of rental days		36,879,641			37,231,340			(351,699	)		(0.9	%)
Vehicle utilization		83.8	%	$	82.6	%	$	1.2 p.p.			n/m

Vehicle rental revenue decreased 3.6% due to a 2.7% decrease in revenue per day totaling $44.4 million coupled with a 0.9% decrease in rental days totaling $15.8 million.

Other revenue decreased $2.6 million. This decrease was due to an $11.2 million decline in vehicle leasing revenue and fees and services revenue primarily due to the shift of several locations from franchised operations to corporate operations. This decrease in other revenue was partially offset by a $5.5 million reduction in the loss resulting from the change in the market value of investments in the Company’s deferred compensation and retirement plans. The loss relating to the deferred compensation and retirement plans is attributable to the mark to market valuation of the corresponding investments and is offset in selling, general and administrative expenses and, therefore, has no impact on net income. Additionally, there was a $2.5 million increase in parking income and a $0.6 million increase in franchise sales income.

Expenses

					$ Increase/			% Increase/
	2008		2007		(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	888.3	$	887.2	$	1.1			0.1	%
Vehicle depreciation and lease charges, net		539.4		477.9		61.5			12.9	%
Selling, general and administrative		213.7		230.5		(16.8	)		(7.3	%)
Interest expense, net of interest income		110.5		109.7		0.8			0.6	%
Goodwill and long-lived asset impairment		366.8		3.7		363.1			N	M
Total expenses	$	2,118.7	$	1,709.0	$	409.7			24.0	%
(Increase) decrease in fair value of derivatives	$	36.1	$	39.0	$	2.9			7.4	%

Direct vehicle and operating expense increased $1.1 million, primarily due to higher costs per transaction, partially offset by lower transaction levels. As a percent of revenue, direct vehicle and operating expenses were 52.3% in 2008, compared to 50.4% in 2007.

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Significant fluctuations within direct vehicle and operating expense in 2008 primarily resulted from the following:

Ø Vehicle related costs increased $15.3 million. This increase resulted primarily from higher fuel expense of $11.1 million resulting from higher average gas prices on fuel inventory consumed, increased fuel consumption associated with the transportation of vehicles to auction, and a significant increase in fuel expense in conjunction with the reduction of the fleet. In addition, vehicle maintenance expense increased $5.2 million and vehicle insurance expense increased $3.0 million. These increases were partially offset by a decrease in net vehicle damage of $7.5 million. All other fleet related expenses increased $3.5 million.

Ø Bad debt expense increased $6.7 million of which $5.5 million relates to one of the Company’s largest tour operators filing for bankruptcy during the third quarter of 2008.

Ø Facility and airport concession expenses increased $1.1 million. This increase primarily resulted from increases in rent expense of $2.6 million, partially offset by a decrease in concession fees of $1.4 million, which are primarily based on a percentage of revenue generated from the airport facility.

Ø Personnel related expenses decreased $20.0 million. The decrease primarily resulted from a transaction driven reduction in the number of employees, resulting in a decrease of $24.4 million, partially offset by a $7.4 million increase in salary cost. Additionally, there was a decrease of $2.9 million in 401(k) expense due to the suspension of matching contributions that began during the first quarter of 2008.

Net vehicle depreciation and lease charges increased $61.5 million. Net vehicle depreciation expense and lease charges were $363 per unit in 2008, compared to $311 per unit in 2007.  As a percent of revenue, net vehicle depreciation expense and lease charges were 31.8% in 2008, compared to 27.1% in 2007.

The increase in net vehicle depreciation and lease charges in 2008 resulted from the following:

Ø Vehicle depreciation expense increased $45.3 million, resulting primarily from a 12.9% increase in the average depreciation rate due to vehicle manufacturer price increases on Program Vehicles and lower residual values on Non-Program Vehicles due to a soft used car market. These increases were partially offset by a higher mix of Non-Program Vehicles, which typically have lower depreciation rates, and resolving outstanding incentive negotiations relating to prior model years with the Company’s primary vehicle supplier, which resulted in increased incentive income recognition.

Ø Net vehicle gains on the disposal of Non-Program Vehicles, which reduce vehicle depreciation and lease charges, decreased $17.9 million. This decrease resulted primarily from significantly fewer units sold in 2008, as a result of the longer hold periods, and a lower average gain per unit due to softness in the used car market.

Ø Leasing charges, for vehicles leased from third parties, decreased $1.7 million due to a decrease in the average number of vehicles leased.

Selling, general and administrative expenses for 2008 decreased $16.8 million. As a percent of revenue, selling, general and administrative expenses were 12.6% in 2008, compared to 13.1% in 2007.

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The decrease in selling, general and administrative expenses in 2008 resulted from the following:

Ø Personnel related expenses decreased $7.9 million primarily due to a $4.7 million decrease in performance share expense related to declining results compared to performance targets for 2008 compared to 2007, a $1.8 million decrease in retirement expense and a $1.4 million decrease in 401(k) expense due to the suspension of matching contributions during the first quarter of 2008. These decreases were partially offset by a $1.0 million increase in stock options expense.  

Ø Transition costs relating to the outsourcing of IT and call center operations decreased $4.6 million, including salary related expenses.  

Ø Sales and marketing expense decreased $3.2 million due primarily to decreased Internet-related spending and other marketing related costs.  

Ø Software expenses decreased $2.8 million primarily due to a decrease in outsourcing expenses.  

Ø Separation costs, primarily related to the elimination of certain positions from the organizational structure, were lower by $1.0 million.  

Ø The change in the market value of investments in the Company's deferred compensation and retirement plans increased selling, general and administrative expenses $5.5 million due to a reduction in the loss on these plans in 2008 compared to 2007, which is offset in other revenue and, therefore, did not impact net income.

Net interest expense increased $0.8 million in 2008 primarily due to a decrease in interest reimbursements relating to vehicle programs and lower earnings on invested funds resulting from lower interest rates, partially offset by lower average vehicle debt. As a percent of revenue, net interest expense was 6.5% in 2008, compared to 6.3 % in 2007.

Goodwill and long-lived asset impairment expense increased $363.1 million in 2008, due to non-cash charges in 2008 relating to goodwill impairment of $281.2 million, reacquired franchise rights impairment of $69.0 million, certain IT initiative write-offs of $10.5 million and impairment of substantially all of the Company’s Canadian operations long-lived assets of $6.1 million. In 2007, the Company wrote-off certain fleet related software totaling $3.7 million made obsolete by the Pros Fleet Management Software the Company began implementing during the third quarter of 2007.

The change in fair value of the Company’s interest rate swap agreements was a decrease of $36.1 million in 2008 compared to a decrease of $39.0 million in 2007 resulting in a year over year increase of $2.9 million.

The income tax benefit for 2008 was $116.4 million. The effective income tax rate was (25.5)% for 2008 compared to 90.5% for 2007. The decrease in the effective tax rate was primarily due to the taxable benefit related to the pre-tax loss in 2008 compared to pre-tax income in 2007 and the non-cash write-off of goodwill (of which only a portion of the write-off receives a deferred tax benefit) and other long-lived assets. The Company reports taxable income for the U.S. and Canada in separate tax jurisdictions and establishes provisions separately for each jurisdiction. On a separate, domestic basis, the U.S. effective tax rate approximates the statutory tax rate including the effect of state income taxes and the impact of establishing valuation allowances for net operating losses that could expire. However, no income tax benefit was recorded for Canadian losses in 2008, due to an overall pre-tax loss, thus reducing the consolidated effective tax rate and increasing the consolidated effective tax rate in 2007.

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Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Operating Results

The Company had income before income taxes of $12.8 million for 2007 as compared to $88.4 million in 2006.

Revenues

					$ Increase/			% Increase/
	2007		2006		(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	1,676.4	$	1,538.7	$	137.7			8.9	%
Other		84.4		122.0		(37.6	)		(30.8	%)
Total revenues	$	1,760.8	$	1,660.7	$	100.1			6.0	%
Vehicle rental metrics:
Number of rental days		37,231,340		36,642,026		589,314			1.6	%
Average revenue per day	$	45.03	$	41.99	$	3.04			7.2	%

Vehicle rental revenue increased 8.9% due to a 7.2% increase in revenue per day totaling $113.1 million coupled with a 1.6% increase in rental days totaling $24.6 million. Rental days grew by 5.3% due to 2006 franchisee acquisitions, 2007 franchisee acquisitions and greenfield locations that had not yet annualized, but decreased 3.7% on a same store basis.

Other revenue decreased $37.6 million. This decrease was due to a $30.1 million decline in vehicle leasing revenue and fees and services revenue primarily due to the shift of several locations from franchised operations to corporate operations. Additionally, there was a decrease in the market value of investments in the Company’s deferred compensation and retirement plans of $13.9 million. The revenue relating to the deferred compensation and retirement plans is attributable to the mark to market valuation of the corresponding investments and is offset in selling, general and administrative expenses and, therefore, has no impact on net income. These decreases in other revenue were partially offset by an increase in parking revenues of $5.7 million.

Expenses

					$ Increase/			% Increase/
	2007		2006		(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	887.2	$	827.4	$	59.8			7.2	%
Vehicle depreciation and lease charges, net		477.9		380.0		97.9			25.7	%
Selling, general and administrative		230.5		259.5		(29.0	)		(11.2	%)
Interest expense, net of interest income		109.7		96.0		13.7			14.3	%
Long-lived asset impairment		3.7		-		3.7			100.0	%
Total expenses	$	1,709.0	$	1,562.9	$	146.1			9.3	%
(Increase) decrease in fair value of derivatives	$	39.0	$	9.4	$	(29.6	)		(316.4	%)

Direct vehicle and operating expense increased $59.8 million, primarily due to higher fleet and transaction levels coupled with higher costs per transaction. As a percent of revenue, direct vehicle and operating expenses were 50.4% in 2007, compared to 49.8% in 2006.

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The increase in direct vehicle and operating expense in 2007 primarily resulted from the following:

Ø Facility and airport concession expenses increased $21.9 million. This increase resulted from increases in concession fees of $15.2 million, which are primarily based on a percentage of revenue generated from the airport facility, and increases in rent expense of $6.7 million.

Ø Commission expenses increased $12.4 million, which are primarily based on increased revenue and relate to fees charged by travel agents, third party Internet sites and credit card companies.

Ø Personnel related expenses increased $9.9 million. Salary expenses increased approximately $7.4 million due to higher compensation costs per employee and $5.3 million due to an increase in the number of employees. In addition to the salary expense increases, costs related to group health insurance increased $1.6 million. These increases were partially offset by a reduction in incentive compensation expense of $4.8 million.

Ø Vehicle related costs increased $9.1 million. This increase resulted primarily from an increase in gasoline expense of $5.6 million, which is generally recovered in revenue from customers, and an increase in net vehicle damage of $2.4 million. All other fleet related expenses increased $1.1 million.

Net vehicle depreciation and lease charges increased $97.9 million. As a percent of revenue, net vehicle depreciation expense and lease charges were 27.1% in 2007, compared to 22.9% in 2006.

The increase in net vehicle depreciation and lease charges in 2007 resulted from the following:

Ø Vehicle depreciation expense increased $106.4 million, resulting primarily from a 27.7% increase in the average depreciation rate. The increase in the depreciation rate was primarily the result of an increase in depreciation rates on Program and Non-Program Vehicles, partially offset by a higher mix of Non-Program Vehicles, which historically have lower depreciation rates.

Ø Net vehicle gains on the disposal of Non-Program Vehicles, which reduce vehicle depreciation and lease charges, increased $4.3 million. This increase resulted primarily from a higher average gain per unit.

Ø Leasing charges, for vehicles leased from third parties, decreased $4.2 million due to a decrease in the average number of vehicles leased, partially offset by an increase in the average lease rate.

Selling, general and administrative expenses for 2007 decreased $29.0 million. As a percent of revenue, selling, general and administrative expenses were 13.1% in 2007, compared to 15.6% in 2006.

The decrease in selling, general and administrative expenses in 2007 resulted from the following:

Ø Personnel related expenses decreased $41.5 million due to lower personnel costs of $26.3 million, principally related to IT employees outsourced in October 2006, an $11.0 million decrease in incentive compensation expense, a $3.5 million decrease in performance share expense and a $0.7 million reduction in group health insurance. The decrease in performance share expense in 2007 related to a non-recurring 2006 change in estimate for the final calculation of the vested 2003 performance share awards paid in 2006 as well as declining results compared to performance targets for 2007 compared to 2006.

Ø The market value of investments in the Company’s deferred compensation and retirement plans decreased $13.9 million, which is offset in other revenue and, therefore, did not impact net income.

Ø Transition costs relating to the outsourcing of IT and call center operations decreased $2.2 million, including salary related expenses.

Ø Sales and marketing expense decreased $1.4 million due primarily to decreased Internet-related spending and other marketing related costs.

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Ø IT related expenses increased $27.3 million due to the outsourcing of IT services to EDS.

Net interest expense increased $13.7 million in 2007 primarily due to higher interest rates, higher average debt, lower cash balances, and a $1.4 million write off of unamortized deferred financing fees related to the retired revolving credit facility. These increases were partially offset by an increase in interest reimbursements relating to vehicle programs. As a percent of revenue, net interest expense was 6.3% in 2007, compared to 5.8% in 2006.

Long-lived asset impairment increased $3.7 million primarily due to a write off of software made obsolete by the Pros Fleet Management Software the Company began implementing in the third quarter of 2007.

The change in fair value of the Company’s interest rate swap agreements was a decrease of $39.0 million in 2007 compared to a decrease of $9.4 million in 2006 resulting in a year over year decrease of $29.6 million.

The income tax provision for 2007 was $11.6 million. The effective income tax rate was 90.5% for 2007 compared to 41.5% for 2006. The increase in the effective tax rate was due primarily to lower U.S. pretax earnings in relationship to Canadian pretax losses. The Company reports taxable income for the U.S. and Canada in separate tax jurisdictions and establishes provisions separately for each jurisdiction. On a separate, domestic basis, the U.S. effective tax rate approximates the statutory tax rate including the effect of state income taxes and the impact of establishing valuation allowances for net operating losses that could expire. However, no income tax benefit was recorded for Canadian losses in 2007 or 2006, thus, increasing the consolidated effective tax rate compared to the U.S. effective tax rate.

Liquidity and Capital Resources

The Company’s primary uses of liquidity are for the purchase of vehicles for its rental and leasing fleets, non-vehicle capital expenditures, franchisee acquisitions and for working capital. The Company uses both cash and letters of credit to support asset backed vehicle financing programs. The Company also uses letters of credit or insurance bonds to secure certain commitments related to airport concession agreements, insurance programs, and for other purposes. The Company’s primary sources of liquidity are cash generated from operations, secured vehicle financing, the Senior Secured Credit Facilities and insurance bonds.

During 2008, there were significant disruptions in the financial markets that affected the Company's access to funding.  In 2008, the Company's ability to access the commercial paper market was impaired and it was entirely unable to access that market in the fourth quarter.  The Company believes its access to financing will continue to be severely limited in 2009.

Operating Activities

Cash generated by operating activities of $470.0 million, $537.3 million and $461.9 million for 2008, 2007, and 2006, respectively, are primarily the result of net income, adjusted for depreciation, goodwill impairments net of deferred tax benefits in 2008 and the change in fair value of derivatives. The liquidity necessary for purchasing vehicles is primarily obtained from secured vehicle financing, most of which is proceeds from sale of asset backed medium term notes and asset backed commercial paper programs, sales proceeds from disposal of used vehicles and cash generated by operating activities. The asset backed medium term notes and commercial paper programs require varying levels of credit enhancement or overcollateralization, which are provided by a combination of cash, vehicles, letters of credit and proceeds from the Company's term loan under the Senior Secured Credit Facilities (as amended, the "Term Loan"). These letters of credit are provided under the Company’s Revolving Credit Facility.

The Company believes that its cash generated from operations, cash balances, availability under its Revolving Credit Facility, insurance bonding programs and secured vehicle financing programs are adequate to meet its liquidity requirements during 2009. The Company’s existing asset backed medium term notes are expected to be sufficient to meet 2009 vehicle financing requirements. The asset backed medium term notes have varying maturities from 2010 through 2012. The Company generally issues additional asset backed medium term notes each year to increase or replace maturing vehicle financing capacity. Recent volatility and severe disruptions in the credit markets and the downgrading or risk of downgrading of the Monolines has limited access to this market in 2008 and the Company expects access to remain limited in 2009. The Company has experienced increases in the level of credit enhancement or additional collateral required for new asset backed medium term notes, the Commercial Paper Program (hereinafter defined) and the Conduit Facility (hereinafter defined).

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Investing Activities

Cash used in investing activities was $161.3 million for 2008. The principal use of cash in investing activities was the purchase of revenue-earning vehicles, which totaled $2.3 billion. This use of cash offset $2.6 billion in proceeds from the sale of used revenue-earning vehicles. The Company’s need for cash to finance vehicles is seasonal and typically peaks in the second and third quarters of the year when fleet levels build to meet seasonal rental demand. Fleet levels are typically the lowest in the first and fourth quarters when rental demand is at a seasonal low. Restricted cash at December 31, 2008 increased $463.6 million from the previous year, including $454.7 million available for vehicle purchases or debt payoffs coupled with $8.9 million of interest income earned on restricted cash and investments. The Company expects to continue to fund its revenue-earning vehicles with cash provided from operations and from disposal of used vehicles. The Company also used net cash for non-vehicle capital expenditures of $28.9 million. These expenditures consist primarily of airport facility improvements for the Company’s rental locations and investments in IT equipment and systems. The Company estimates non-vehicle capital expenditures to be approximately $25 million in 2009 related to airport facility projects and IT equipment and systems. In addition, the Company used cash for franchise acquisitions of $2.1 million in 2008.

Cash used in investing activities was $446.3 million for 2007. The principal use of cash in investing activities was the purchase of revenue-earning vehicles, which totaled $4.0 billion. This use of cash was primarily offset by $3.4 billion in proceeds from the sale of used revenue-earning vehicles. The Company’s need for cash to finance vehicles is seasonal and typically peaks in the second and third quarters of the year when fleet levels build to meet seasonal rental demand. Fleet levels are the lowest in the first and fourth quarters when rental demand is at a seasonal low. Restricted cash at December 31, 2007 decreased $256.8 million from the previous year, including $270.8 million used for vehicle financing partially offset by interest income earned on restricted cash and investments of $14.0 million. The Company used cash for non-vehicle capital expenditures of $40.6 million. These expenditures consist primarily of airport facility improvements for the Company’s rental locations and investments in IT equipment and systems. In addition, the Company used cash for franchise acquisitions of $30.3 million in 2007.

Cash used in investing activities was $452.3 million for 2006. The principal use of cash in investing activities was the purchase of revenue-earning vehicles, which totaled $4.2 billion, and was primarily offset by $3.4 billion in proceeds from the sale of used revenue-earning vehicles. The Company’s need for cash to finance vehicles is seasonal and typically peaks in the second and third quarters of the year when fleet levels build to meet seasonal rental demand. Fleet levels are the lowest in the first and fourth quarters when rental demand is at a seasonal low. Restricted cash at December 31, 2006 decreased $395.5 million from the previous year, including $412.4 million used for vehicle financing partially offset by interest income earned on restricted cash and investments of $16.9 million. The Company used cash for non-vehicle capital expenditures of $35.8 million. These expenditures consist primarily of airport facility improvements for the Company’s rental locations and investments in information technology equipment and systems. In addition, the Company used cash for franchisee acquisitions of $34.5 million in 2006.

Financing Activities

Cash used in financing activities was $180.2 million for 2008 primarily due to the maturity of the 2004 Series asset backed medium term notes totaling $500.0 million, a pay down of $70.6 million in the Term Loan and a decrease of $49.0 million in the limited partner interest in the Canadian funding limited partnership (Canadian fleet financing), partially offset by a net increase in the issuance of commercial paper (including the Liquidity Facility (hereinafter defined)) of $249.1 million and an increase of $203.0 million under the Conduit Facility. In 2009, the Company paid off all outstanding amounts under the Conduit Facility and the Liquidity Facility totaling $215.0 million and $274.9 million, respectively. Due to non-renewal of the vehicle manufacturer and bank lines of credit (see Other Vehicle Debt and Obligations), the Company will pay down existing borrowings under these lines of credit over the normal amortization period as vehicles financed are sold. The asset backed medium term note program is comprised of $1.5 billion in asset backed medium term notes with maturities ranging from 2010 to 2012.

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Cash used in financing activities was $182.0 million for 2007 primarily due to a decrease of $413.0 million under the Conduit Facility, the maturity of asset backed medium term notes totaling $312.5 million, a net decrease in the issuance of commercial paper totaling $153.1 million and share repurchases totaling $71.5 million. Cash used in financing activities was partially offset by the issuance of $500 million in asset backed medium term notes in May 2007, the proceeds of the $250 million Term Loan in June 2007, and an increase of $42.1 million in other existing bank vehicle lines of credit.

Cash used in financing activities was $91.9 million for 2006 primarily due to a net decrease in the issuance of commercial paper totaling $382.2 million, the maturity of asset backed notes totaling $295.8 million and share repurchases totaling $111.3 million, partially offset by the issuance of $600.0 million in asset backed notes in March 2006, an increase of $50.0 million under the Conduit Facility, and an increase of $47.4 million in other existing bank vehicle lines of credit.

Contractual Obligations and Commitments

The Company has various contractual commitments primarily related to asset backed medium term notes, commercial paper and short-term borrowings outstanding for vehicle purchases, a non-vehicle related term loan, airport concession fee and operating lease commitments related to airport and other facilities, technology contracts, and vehicle purchases. The Company expects to fund these commitments with cash generated from operations, sales proceeds from disposal of used vehicles and if the Company regains access to the medium term note markets, continuation of asset backed note issuances as existing medium term notes mature. The following table provides details regarding the Company’s contractual cash obligations and other commercial commitments subsequent to December 31, 2008:

			Payments due or commitment expiration by period (in thousands)
			2009		2010-2011		2012-2013		Beyond      2013		Total
Contractual cash obligations:
	Asset backed medium term notes (1)		$	76,248	$	1,094,578	$	509,312	$	-	$	1,680,138
	Liquidity facility outstanding (1)  (3)			281,331		-		-		-		281,331
	Other short-term borrowings (1)  (4)			543,950		3,409		456		-		547,815
		Subtotal - Vehicle debt and obligations		901,529		1,097,987		509,768		-		2,509,284
	Term Loan (2)			5,089		13,940		17,157		182,458		218,644
		Subtotal - Non-vehicle debt		5,089		13,940		17,157		182,458		218,644
	Total debt and other obligations			906,618		1,111,927		526,925		182,458		2,727,928
	Operating lease commitments			57,010		79,718		53,360		56,091		246,179
	Airport concession fee commitments			75,153		111,172		84,771		85,437		356,533
	Vehicle purchase commitments			68,089		-		-		-		68,089
	Other commitments			33,832		46,486		-		-		80,318
		Total contractual cash obligations	$	1,140,702	$	1,349,303	$	665,056	$	323,986	$	3,479,047
Other commercial commitments:
		Letters of credit	$	122,574	$	198,700	$	-	$	-	$	321,274

(1) Further discussion of asset backed medium term notes, commercial paper outstanding and short-term borrowings is below and in Note 10 of Notes to Consolidated Financial Statements. Amounts include both principal and interest payments. Amounts exclude related discounts, where applicable.

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(2) The Company amended the Senior Secured Credit Facilities in February 2009 and as part of the amendment the final maturity date of the Term Loan was accelerated to June 2013.  The Company was required to make and did make a $20 million pay down upon execution of the amendment and will be required to make amortization payments of $10 million per year beginning in 2010.

(3) In February 2009, the Company paid in full the Liquidity Facility totaling $274.9 million.

(4) In February 2009, the Company paid in full the Conduit Facility totaling $215.0 million.

The Company also has self-insured liabilities related to third-party bodily injury and property damage claims totaling $110 million that are not included in the contractual obligations and commitments table above. See Note 18 of Notes to Consolidated Financial Statements.

Asset Backed Medium Term Notes

The asset backed medium term note program is comprised of $1.5 billion in asset backed medium term notes with maturities ranging from 2010 to 2012. Borrowings under the asset backed medium term notes are secured by eligible vehicle collateral and bear interest at fixed rates ranging from 4.58% to 5.27% including certain floating rate notes swapped to fixed rates. The Company typically accesses the medium term note market each year to replace maturing notes; however, the Company did not need to access this market in 2008, and due to the current state of the credit markets, does not anticipate that the medium term note market will be available in 2009. Proceeds from the asset backed medium term notes that are temporarily not utilized for financing vehicles and certain related receivables are maintained in restricted cash and investment accounts and are available for the purchase of vehicles. These amounts totaled approximately $580.4 million at December 31, 2008.

In late February 2008, the Company amended the minimum net worth condition in three of its four Monoline agreements to exclude the impact of any goodwill or other intangible asset impairment, while the Company provided increased enhancement for the agreement not amended in order to comply with the existing minimum net worth condition.

In February 2009, the Company amended all series of its asset backed medium term note program to be able to operate a fleet comprised of 100% Non-Program Vehicles, while retaining the ability to purchase Program Vehicles at its discretion to meet seasonal demand and allow flexibility in its defleeting cycle.

The asset backed medium term note programs each contain a minimum net worth condition and an interest coverage covenant in the Monoline agreements. The Company was in compliance with these conditions at December 31, 2008.

Conduit Facility

On May 8, 2008, the Company renewed its Variable Funding Note Purchase Facility (the “Conduit Facility”) for another 364-day period with a capacity of $215 million. Proceeds are used for financing of vehicle purchases and for a periodic refinancing of asset backed notes. The Conduit Facility generally bears interest at market-based commercial paper rates and is renewed annually. At December 31, 2008, the Company had $215 million outstanding under the Conduit Facility, which was paid in full in February 2009.

In conjunction with this renewal, the Company modified the minimum net worth covenant to exclude the impact of any goodwill or other intangible asset impairment, and increased the percentage of Non-Program Vehicles allowed. Additionally, a covenant was added to maintain a minimum level of excess liquidity. The renewal resulted in higher fees and requires increased enhancement levels to be maintained by the Company. The Company was in compliance with these covenants at December 31, 2008.

Commercial Paper Program and Liquidity Facility

At December 31, 2008, the Company’s commercial paper program (the “Commercial Paper Program”) had a maximum capacity of $800 million supported by a 364-day liquidity facility (the “Liquidity Facility”) in the amount of $278 million, which was paid in full in February 2009. At any time, the Company may only issue commercial paper in an amount that does not exceed the sum of the Liquidity Facility and the letter of credit supporting the commercial paper notes. Borrowings under the Commercial Paper Program are secured by eligible vehicle collateral and bear interest at market-based commercial paper rates.

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In May 2008, the Company modified the minimum net worth covenant to exclude the impact of any goodwill or other intangible asset impairment, and increased the percentage of Non-Program Vehicles allowed. Additionally, a covenant was added to maintain a minimum level of excess liquidity.

On September 23, 2008, the Company began borrowing under the Liquidity Facility. This borrowing under the Liquidity Facility resulted from the inability to sell maturing commercial paper due to a general disruption in the commercial paper markets as a result of instability in the global financial markets. The draws on this facility were used to pay down maturing commercial paper. The Liquidity Facility bears interest at prime which was 3.25% at December 31, 2008. At December 31, 2008, all amounts outstanding were under the Liquidity Facility and totaled $274.9 million. The Commercial Paper Program and Liquidity Facility contain minimum net worth covenants and an interest covenant. The Company is in compliance with all covenants at December 31, 2008.

Other Vehicle Debt and Obligations

The Company finances its Canadian vehicle fleet through a fleet securitization program. Historically, this program provided DTG Canada vehicle financing up to CND $300 million funded through a bank commercial paper conduit which expires May 31, 2010. However, in October 2008, the committed funding was reduced from CND $300 million to CND $200 million through the final maturity of the program. At December 31, 2008, DTG Canada had approximately CND$105.3 million (US$86.5 million) funded under this program. The Canadian fleet securitization program contains a tangible net worth covenant and DTG Canada was in compliance with this covenant at December 31, 2008.

Vehicle manufacturer and bank lines of credit provided $233.7 million in capacity and borrowings at December 31, 2008. Due to non-renewal of the vehicle manufacturer and bank lines of credit, the Company will pay down existing borrowings over the normal amortization period as vehicles financed are sold. Substantially all borrowings under the vehicle manufacturer and bank lines of credit must be repaid by January 2010 and September 2009, respectively. These lines of credit are secured by the vehicles financed under these facilities and contain a leverage ratio covenant which requires that the Company’s corporate debt to corporate EBITDA be maintained within certain limits as defined in the respective agreements. In February 2009, the Company amended these lines of credit. After giving effect to all amendments, the Company was in compliance with this covenant at December 31, 2008.

Senior Secured Credit Facilities

At December 31, 2008, the Company’s Senior Secured Credit Facilities were comprised of a $340 million Revolving Credit Facility and a $178.1 million Term Loan. The Senior Secured Credit Facilities contain certain financial and other covenants, including a covenant that sets the maximum amount the Company can spend annually on the acquisition of non-vehicle capital assets, a maximum leverage ratio and a limitation on cash dividends and share repurchases, and are collateralized by a first priority lien on substantially all material non-vehicle assets of the Company. The Senior Secured Credit Facilities were amended effective November 24, 2008, effectively providing for a waiver of the leverage ratio covenant through February 28, 2009, restricting the Company’s ability to borrow under the Revolving Credit Facility, and requiring maintenance of at least $60 million of unrestricted cash and cash equivalents, among other restrictions. After giving effect to the amendment, the Company was in compliance with all covenants.

Effective February 25, 2009, the Senior Secured Credit Facilities were further amended to replace the leverage ratio covenant with requirements to maintain a minimum adjusted tangible net worth of $150 million and a minimum of $100 million of unrestricted cash and cash equivalents.  In addition, the amendment provides that Revolving Credit Facility commitments will be restricted to issuance of letters of credit in future periods.

The Revolving Credit Facility expires on June 15, 2013 and is restricted to use for letters of credit as no revolving credit borrowings are permitted under the amended facility.  The Revolving Credit Facility permitted letter of credit usage up to $340.0 million at December 31, 2008.  The Company had letters of credit outstanding under the Revolving Credit Facility of approximately $312.8 million and no working capital borrowings at December 31, 2008.

As a result of amendments to the Revolving Credit Facility in February 2009, availability under the Revolving Credit Facility was reduced from $340.0 million to $231.3 million.

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Giving effect to the February 2009 amendment mentioned above, the Term Loan maturity date was accelerated by one year and now expires on June 15, 2013.  The Company was required to make and did make a $20.0 million pay down upon execution of the amendment in February 2009 and will be required to make minimum quarterly principal payments of $2.5 million per quarter beginning in March 2010.  At December 31, 2008, the Company had $178.1 million outstanding under the Term Loan.  For further discussion of the Senior Secured Credit Facilities see Note 21 of Notes to Consolidated Financial Statements.

Debt Servicing Requirements

The Company will continue to have substantial debt and debt service requirements under its financing arrangements. As of December 31, 2008, the Company’s total consolidated debt and other obligations were approximately $2.5 billion, of which $2.3 billion was secured debt for the purchase of vehicles. The majority of the Company’s vehicle debt is issued by special purpose finance entities as described herein all of which are fully consolidated into the Company’s financial statements. The Company has scheduled annual principal payments for vehicle debt of approximately $810 million in 2009, of which approximately $490 million was paid in February 2009, and approximately $500 million per year from 2010 through 2012. At December 31, 2008, the Company had no scheduled principal payments on its Term Loan until 2014.  However, subsequent to December 31, 2008 and including the effect of the recent amendment, the Company paid $20 million of the Term Loan balance in February 2009 and will be required to make amortization payments of $10 million per year from 2010 through 2012 with the remaining lump sum due in 2013.

The Company intends to use cash generated from operations and from the sale of vehicles for debt service and, subject to restrictions under its debt instruments, to make capital investments. The Company has historically repaid its debt and funded its capital investments (aside from growth in its rental fleet) with cash provided from operations and from the sale of vehicles. The Company has funded growth in its vehicle fleet by incurring additional secured vehicle debt and with cash generated from operations.

The Company has significant requirements for bonds and letters of credit to support its insurance programs and airport concession obligations. At December 31, 2008, various insurance companies had $47.2 million in surety bonds and various banks had $65.3 million in letters of credit to secure these obligations. At December 31, 2008, these surety bonds and letters of credit had not been drawn upon.

Interest Rate Risk

The Company’s results of operations depend significantly on prevailing levels of interest rates because of the large amount of debt it incurs to purchase vehicles. In addition, the Company is exposed to increases in interest rates because a portion of its debt bears interest at floating rates. The Company estimates that, in 2009, approximately 20% of its average debt will bear interest at floating rates. The amount of the Company’s financing costs affects the amount the Company must charge its customers to be profitable. See Note 10 of Notes to Consolidated Financial Statements.

Like-Kind Exchange Program

The Company utilizes a like-kind exchange program for its vehicles whereby tax basis gains on disposal of eligible revenue-earning vehicles are deferred (the “Like-Kind Exchange Program”). To qualify for Like-Kind Exchange Program treatment, the Company exchanges (through a qualified intermediary) vehicles being disposed of with vehicles being purchased allowing the Company to carry-over the tax basis of vehicles sold to replacement vehicles, with certain adjustments. The Like-Kind Exchange Program has resulted in a material deferral of federal and state income taxes, as well as net operating loss carryforwards (“NOLs”), both of which are reflected in deferred taxes on the balance sheet at December 31, 2008. The benefit of the deferral is dependent on timely reinvestment of vehicle disposition proceeds in replacement vehicles; therefore, a downsizing of the Company’s fleet or reduced vehicle purchases could result in reduced deferrals and significant increased payments of federal and state cash income taxes, after considering the effect of net operating loss carryforwards. In November 2008, the Company elected to temporarily suspend the Like-Kind Exchange Program, allowing proceeds from sales of vehicles to be utilized for future debt reduction rather than restricting those proceeds only to future vehicle purchases. The Company plans to utilize its existing NOLs to offset the gains from the sales of vehicles during the suspension period. To the extent that taxable sales proceeds exceed the Company’s NOLs, the suspension could result in the payment of cash taxes. In order to minimize potential cash tax payments, the Company reinstated the Like-Kind Exchange Program in January 2009, after it completed the sale of units in inventory. The Company does not believe it will have any significant cash liability for the taxes due to the temporary suspension of the Like-Kind Exchange Program.

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The Like-Kind Exchange Program has historically increased the amount of cash and investments restricted for the purchase of replacement vehicles, especially during seasonally reduced fleet periods. At December 31, 2008, restricted cash and investments totaled $596.6 million and are restricted for the acquisition of revenue-earning vehicles and other specified uses as defined under asset backed financing programs, the Canadian fleet securitization partnership program and the Like-Kind Exchange Program. The majority of the restricted cash and investments balance is normally utilized in the second and third quarters for seasonal purchases.

In February 2009, President Obama signed the American Recovery and Reinvestment Act of 2009 into law which includes a provision allowing bonus depreciation on certain assets, including vehicles, acquired in 2009. The American Recovery and Reinvestment Act of 2009 will increase the amount of tax basis depreciation that can be claimed on the Company’s federal and on some state tax returns.

Share Repurchase Program

On February 9, 2006, the Company announced that its Board of Directors had authorized a $300 million share repurchase program to replace the $100 million program of which $44.7 million had been used to repurchase shares. Due to weak economic and industry conditions, the Company suspended the share repurchase program in late 2007 and continued this suspension through year end 2008 when the share repurchase program expired with $117.1 million of remaining authorization. Since inception of the share repurchase programs through December 31, 2008, the Company has repurchased 6,414,906 shares of common stock at an average price of $35.48 per share totaling approximately $227.6 million, all of which were made in open market transactions.

Inflation

The increased acquisition cost of vehicles is the primary inflationary factor affecting the Company. Many of the Company’s other operating expenses are also expected to increase with inflation. Management does not expect that the effect of inflation on the Company’s overall operating costs will be greater for the Company than for its competitors.

Critical Accounting Policies and Estimates

As with most companies, the Company must exercise judgment due to the level of subjectivity used in estimating certain costs included in its results of operations. The more significant items include:

Revenue-earning vehicles and related vehicle depreciation expense – Revenue earning vehicles are stated at cost, net of related discounts. The Company has historically purchased 50% to 60% of its vehicles as Program Vehicles, with the remaining 40% to 50% of the Company’s vehicles purchased as Non-Program Vehicles. However in 2008, the Company has been increasing the level of Non-Program Vehicles in its fleet. At December 31, 2008, Non-Program Vehicles accounted for approximately 75% of the total fleet.

For these Non-Program Vehicles, the Company must estimate what the residual values of these vehicles will be at the expected time of disposal to determine monthly depreciation rates. The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as the general used vehicle auction market. The Company evaluates estimated residual values monthly. Differences between actual residual values and those estimated by the Company result in a gain or loss on disposal and are recorded as an adjustment to depreciation expense. Actual timing of disposal shorter than the life used for depreciation purposes could result in a significant loss on sale. A one percent change in the expected residual value of Non-Program Vehicles sold during 2008 would have impacted vehicle depreciation expense net by $3.9 million. In 2008, the Company has increased the holding term on its Non-Program Vehicles substantially to help lower its overall holding costs. The average holding term for Non-Program Vehicles was approximately ten months and for Program Vehicles was approximately six months for 2008. In 2009, the Company is projecting significant increases in the holding term on its Non-Program Vehicles to lower its overall holding costs.

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For Program Vehicles, the Company is required to depreciate the vehicle according to the terms of the guaranteed depreciation or repurchase program and in doing so is guaranteed to receive the full net book value in proceeds upon the sale of the vehicle. The sales proceeds are received directly from auctions, in the case of the Chrysler program, with any shortfall in value being paid by Chrysler. With certain other vehicle manufacturers, the entire balance of proceeds from vehicle sales come directly from the manufacturer. In either case, the Company bears the risk of collectibility on that receivable from the vehicle manufacturer. The Company monitors its vehicle manufacturer receivables based on time outstanding, manufacturer strength and length of the relationship.

Vehicle insurance reserves – The Company does self-insure or retain a portion of the exposure for losses related to bodily injury and property damage liability claims along with the risk retained for the supplemental liability insurance program. The obligation for Vehicle Insurance Reserves represents an estimate of both reported accident claims not yet paid and claims incurred but not yet reported, up to the Company’s risk retention level. The Company records expense related to Vehicle Insurance Reserves on a monthly basis based on rental volume in relation to historical accident claim experience and trends, projections of ultimate losses, expenses, premiums and administrative costs. Management monitors the adequacy of the liability and monthly accrual rates based on actuarial analysis of the development of the claim reserves, the accident claim history and rental volume. Since the ultimate disposition of the claims is uncertain, the likelihood of materially different results is possible. However, the potential volatility of these estimates is reduced due to the frequency of actuarial reviews and significant historical data available for similar claims.

Income taxes – The Company estimates its consolidated effective state income tax rate using a process that estimates state income taxes by entity and by tax jurisdiction. Changes in the Company’s operations in these tax jurisdictions may have a material impact on the Company’s effective state income tax rate and deferred state income tax assets and liabilities. Additionally, the Company records deferred income tax assets and liabilities based on the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities by applying enacted statutory tax rates that management believes will be applicable to future years for these differences. Changes in tax laws and rates in future periods may materially affect the amount of recorded deferred tax assets and liabilities. The Company also utilizes a like-kind exchange program to defer tax basis gains on disposal of eligible revenue-earning vehicles. This program requires the Company to make material estimates related to future fleet activity. The Company’s income tax returns are periodically examined by various tax authorities who may challenge the Company’s tax positions. While the Company believes its tax positions are more likely than not supportable by tax rulings, interpretations, precedents or administrative practices, there may be instances in which the Company may not succeed in defending a position being examined. Resulting adjustments could have a material impact on the Company’s financial position or results of operations.

Share-based payment plans – The Company has share-based compensation plans under which the Company grants performance shares, non-qualified option rights and restricted stock to key employees and non-employee directors. The Company’s performance share awards contain both a performance condition and a market condition. Effective January 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”) using the modified prospective application transition method. Under SFAS No. 123(R), the Company uses the closing market price of DTG's common stock on the date of grant to estimate the fair value of the nonvested stock awards and performance based performance shares, and uses a lattice-based option valuation model to estimate the fair value of market based performance shares. The lattice-based option valuation model requires the input of somewhat subjective assumptions, including expected stock price volatility, term, risk-free interest rate and dividend yield. The Company relies on observations of historical volatility trends of the Company and its peers (defined as the Russell 2000 Index), as determined by an independent third party, to determine expected volatility. In determining the expected term, the Company observes the actual terms of prior grants and the actual vesting schedule of the grant. The risk-free interest rate is the actual U.S. Treasury zero-coupon rate for bonds matching the expected term of the award on the date of grant. The expected dividend yield was estimated based on the Company’s current dividend yield, and adjusted for anticipated future changes. The number of performance shares ultimately earned will range from zero to 200% of the target award, depending on the Company’s achievement of the performance and market conditions. Estimates of achievement of market conditions are incorporated into the determination of the performance shares’ fair value at the beginning of the performance period. At the end of each reporting period, the Company must estimate whether the performance conditions will be achieved in order to determine the value of the performance shares awarded. In making this determination, the Company has observed actual past performance of the Company.

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New Accounting Standards

For a discussion on new accounting standards refer to Note 1 of the Notes to Consolidated Financial Statements.

Outlook for 2009 and Management’s Plans

The Company expects 2009 will continue to be a difficult operating environment as uncertainty surrounding the timing of the U.S. economic recovery will continue to weigh on consumer confidence. At the same time, challenges with automotive manufacturers, financial markets and used vehicle auctions are expected to continue to impact fleet capacity and possibly fleet costs. The Company expects the operating environment to remain challenging throughout 2009.

In 2009, the Company’s primary objective is preservation of liquidity and enhancement of operating cash flow to ensure that it maintains maximum flexibility to address the uncertainties ahead. The Company has taken the following steps to meet its objectives:

• completed significant personnel reductions to lower operating costs,

• extended fleet holding periods to lower vehicle depreciation expense,

• reduced overall fleet size in light of current and anticipated demand levels,

• closed certain marginal and non-profitable locations,

• entered into a multi-year secondary supply agreement with Ford to provide an alternative source of vehicles to meet our customer needs, and

• obtained approval from our financing sources to maintain a fleet of 100% Non-Program Vehicles, thus reducing credit exposure to automobile manufacturers for residual value guarantees, and instituted new revenue management initiatives to enhance revenue.

In February 2009, the Company amended the Senior Secured Credit Facilities and two of its vehicle financing agreements to replace the leverage ratio requirement with covenants to maintain a minimum tangible net worth and a minimum level of cash and cash equivalents. By amending the Senior Secured Credit Facilities through the maturity date and eliminating the uncertainty associated with short-term amendments, senior management will be able to focus all of its efforts on improving operations, maximizing cash flow and preserving liquidity, rather than focusing on short-term liquidity and covenant issues.

The Company believes that its peak vehicle financing purchases for 2009 may be constrained as a result of lack of bank credit capacity to replace the Conduit and Liquidity Facilities that expire in May 2009. The Company will try to mitigate the impact of reduced credit availability by extending the holding period for its Non-Program Vehicles. The Company has no maturities of asset backed medium term notes until 2010.

Fleet capacity for the rental car industry is expected to be in line with consumer demand in 2009. Year over year, rental pricing trends improved in January 2009, offsetting a single digit decline in rental days.

See “Chrysler Restructuring or Bankruptcy” and “Bond Insurer Insolvency or Bankruptcy” risk factors in Item 1A and Note 2 of Notes to Consolidated Financial Statements for additional discussion regarding outlook for 2009 and management’s plans.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The table below provides information about the Company’s market sensitive financial instruments and constitutes a “forward-looking statement.” The Company’s primary market risk exposure is volatility of interest rates, primarily in the United States. The Company manages interest rates through use of a combination of fixed and floating rate debt and interest rate swap agreements (see Note 11 of Notes to Consolidated Financial Statements). All items described are non-trading and are stated in U.S. dollars. Because a portion of the Company’s debt is denominated in Canadian dollars, its carrying value is impacted by exchange rate fluctuations. However, this foreign currency risk is mitigated by the underlying collateral which is the Canadian fleet. The fair value and average receive rate of the interest rate swaps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counterparties.

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Expected Maturity Dates as of December 31, 2008	2009		2010		2011		2012		2013		There after		Total		Fair Value December 31, 2008
(in thousands)
Debt:
Vehicle debt and obligations - floating rates (1)	$	719,974	$	392,283	$	500,910	$	500,432	$	-	$	-	$	2,113,599	$	1,467,599
Weighted average interest rates		4.09%		1.95%		2.65%		3.11%		-		-
Vehicle debt and obligations - fixed rates	$	-	$	110,000	$	-	$	-	$	-	$	-	$	110,000	$	83,586
Weighted average interest rates		-		4.59%		-		-		-		-
Vehicle debt and obligations - Canadian dollar denominated	$	86,535	$	-	$	-	$	-	$	-	$	-	$	86,535	$	86,535
Weighted average interest rates		3.27%		-		-		-		-		-
Non-vehicle debt - term loan	$	-	$	-	$	-	$	-	$	-	$	178,125	$	178,125	$	35,625
Weighted average interest rates		-		-		-		-		-		4.87%
Interest Rate Swaps:
Variable to Fixed	$	-	$	390,000	$	500,000	$	500,000	$	-	$	-	$	1,390,000	$	1,509,620
Average pay rate		-		4.89%		5.27%		5.16%		-		-
Average receive rate		-		1.59%		2.24%		2.78%		-		-
(1)  Floating rate vehicle debt and obligations include $290 million relating to the Series 2005 Notes, the $600 million                   Series 2006 Notes and the $500 million Series 2007 Notes swapped from floating interest rates to fixed interest rates.

Expected Maturity Dates as of December 31, 2007	2008		2009		2010		2011		2012		There after		Total		Fair Value December 31, 2007
(in thousands)
Debt:
Vehicle debt and obligations - floating rates (1)	$	772,454	$	-	$	390,000	$	500,000	$	500,000	$	-	$	2,162,454	$	1,990,667
Weighted average interest rates		5.12%		-		4.41%		4.83%		5.08%		-
Vehicle debt and obligations - fixed rates	$	-	$	-	$	110,000	$	-	$	-	$	-	$	110,000	$	101,856
Weighted average interest rates		-		-		4.59%		-		-		-
Vehicle debt and obligations - Canadian dollar denominated	$	135,512	$	-	$	-	$	-	$	-	$	-	$	135,512	$	135,512
Weighted average interest rates		5.98%		-		-		-		-		-
Non-vehicle debt - term loan	$	2,500	$	2,500	$	2,500	$	2,500	$	2,500	$	236,250	$	248,750	$	237,556
Weighted average interest rates		5.88%		5.49%		6.04%		6.42%		6.67%		6.86%
Interest Rate Swaps:
Variable to Fixed	$	500,000	$	-	$	390,000	$	500,000	$	500,000	$	-	$	1,890,000	$	1,937,825
Average pay rate		4.20%		-		4.89%		5.27%		5.16%		-
Average receive rate		3.88%		-		4.04%		4.42%		4.67%		-
(1)  Floating rate vehicle debt and obligations include the $500 million Series 2004 Notes, the $290 million Series 2005 Notes, the $600 million Series 2006 Notes and the $500 million Series 2007 Notes swapped from floating interest rates to fixed interest rates.

Interest rate sensitivity – Based on the Company’s level of floating rate debt (excluding notes with floating interest rates swapped to effectively fixed interest rates) at December 31, 2008, a 50 basis point fluctuation in short-term interest rates would have an approximate $5 million impact on the Company’s expected pre-tax income.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Dollar Thrifty Automotive Group, Inc.:

We have audited the accompanying consolidated balance sheets of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2008.  Our audits also included the financial statement schedule listed in the Index at Item 15.  These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Tulsa, Oklahoma

March 3, 2009

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006

(In Thousands Except Per Share Data)

			2008			2007		2006
REVENUES:
	Vehicle rentals		$	1,616,153		$	1,676,349	$	1,538,673
	Other			81,840			84,442		122,004
		Total revenues		1,697,993			1,760,791		1,660,677
COSTS AND EXPENSES:
	Direct vehicle and operating			888,294			887,178		827,440
	Vehicle depreciation and lease charges, net			539,406			477,853		380,005
	Selling, general and administrative			213,734			230,515		259,474
	Interest expense, net of interest income of $13,239, $24,250 and $29,387			110,424			109,728		95,974
	Goodwill and long-lived asset impairment			366,822			3,719		-
		Total costs and expenses		2,118,680			1,708,993		1,562,893
	(Increase) decrease in fair value of derivatives			36,114			38,990		9,363
INCOME (LOSS) BEFORE INCOME TAXES				(456,801	)		12,808		88,421
INCOME TAX EXPENSE (BENEFIT)				(116,379	)		11,593		36,729
NET INCOME (LOSS)			$	(340,422	)	$	1,215	$	51,692
BASIC EARNINGS (LOSS) PER SHARE			$	(15.93	)	$	0.05	$	2.14
DILUTED EARNINGS (LOSS) PER SHARE			$	(15.93	)	$	0.05	$	2.04

See notes to consolidated financial statements.

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2008 AND 2007

(In Thousands Except Share and Per Share Data)

		2008			2007
ASSETS
Cash and cash equivalents		$	229,636		$	101,025
Restricted cash and investments			596,588			132,945
Receivables, net			261,565			238,127
Prepaid expenses and other assets			69,248			92,163
Revenue-earning vehicles, net			1,946,079			2,808,354
Property and equipment, net			104,442			122,303
Income taxes receivable			845			11,334
Intangible assets, net			29,778			103,777
Goodwill			-			281,424
		$	3,238,181		$	3,891,452
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable		$	48,898		$	80,537
Accrued liabilities			242,369			198,042
Deferred income tax liability			133,643			267,412
Vehicle insurance reserves			110,310			110,034
Debt and other obligations			2,488,245			2,656,562
	Total liabilities		3,023,465			3,312,587
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $.01 par value:   Authorized 10,000,000 shares; none outstanding			-			-
Common stock, $.01 par value:   Authorized 50,000,000 shares;   28,039,658 and 27,903,258 issued, respectively, and   21,624,752 and 21,488,352 outstanding, respectively			280			278
Additional capital			803,304			799,449
Retained earnings (deficit)			(331,911	)		8,511
Accumulated other comprehensive loss			(29,388	)		(1,804	)
Treasury stock, at cost (6,414,906 shares)			(227,569	)		(227,569	)
	Total stockholders’ equity		214,716			578,865
		$	3,238,181		$	3,891,452

See notes to consolidated financial statements.

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)

YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006

(In Thousands Except Share and Per Share Data)

			Common Stock             $.01 Par Value				Additional		Retained Earnings (Accumulated			Accumulated Other Comprehensive			Treasury Stock						Total Stockholders'
			Shares		Amount		Capital		Deficit)			Income (Loss)			Shares			Amount			Equity
BALANCE, JANUARY 1, 2006				26,921,843	$	269	$	774,390	$	(43,910	)	$	4,397			(1,551,600	)	$	(44,718	)	$	690,428
	Issuance of common shares for director compensation			1,716		-		78		-			-			-			-			78
	Stock option transactions			426,442		4		7,395		-			-			-			-			7,399
	Purchase of common stock for the treasury			-		-		-		-			-			(2,558,900	)		(111,308	)		(111,308	)
	Performance share incentive plan			-		-		8,541		-			-			-			-			8,541
	Issuance of common stock in settlement of vested performance shares			237,866		2		-		-			-			-			-			2
	Restricted stock for director compensation			-		-		1,048		-			-			-			-			1,048
	Issuance of common shares			7,000		-		-		-			-			-			-			-
	Comprehensive income (loss):
		Net income		-		-		-		51,692			-			-			-			51,692
		Foreign currency translation		-		-		-		-			(180	)		-			-			(180	)
	Total comprehensive income (loss)			-		-		-		51,692			(180	)		-			-			51,512
BALANCE, DECEMBER 31, 2006				27,594,867		275		791,452		7,782			4,217			(4,110,500	)		(156,026	)		647,700
	Issuance of common shares for director compensation			38,148		-		573		-			-			-			-			573
	Stock option transactions			61,865		1		1,093		-			-			-			-			1,094
	Purchase of common stock for the treasury			-		-		-		-			-			(2,304,406	)		(71,543	)		(71,543	)
	Performance share incentive plan			-		-		5,317		-			-			-			-			5,317
	Issuance of common stock in settlement of vested performance shares			201,665		2		-		-			-			-			-			2
	Restricted stock for director compensation			-		-		1,014		-			-			-			-			1,014
	Issuance of common shares			6,713		-		-		-			-			-			-			-
	Comprehensive income (loss):
		Net income		-		-		-		1,215			-			-			-			1,215
		Cumulative effect of adopting FIN No. 48		-		-		-		(486	)		-			-			-			(486	)
		Interest rate swap		-		-		-		-			(11,978	)		-			-			(11,978	)
		Foreign currency translation		-		-		-		-			5,957			-			-			5,957
	Total comprehensive income (loss)			-		-		-		729			(6,021	)		-			-			(5,292	)
BALANCE, DECEMBER 31, 2007				27,903,258	$	278	$	799,449	$	8,511		$	(1,804	)		(6,414,906	)	$	(227,569	)	$	578,865
	Issuance of common shares for director compensation			23,250		-		280		-			-			-			-			280
	Stock option transactions			2,733		1		31		-			-			-			-			32
	Purchase of common stock for the treasury			-		-		-		-			-			-			-			-
	Performance share incentive plan			-		-		3,195		-			-			-			-			3,195
	Issuance of common stock in settlement of vested performance shares			110,417		1		-		-			-			-			-			1
	Restricted stock for director compensation			-		-		349		-			-			-			-			349
	Issuance of common shares			-		-		-		-			-			-			-			-
	Comprehensive loss:
		Net loss		-		-		-		(340,422	)		-			-			-			(340,422	)
		Interest rate swap		-		-		-		-			(20,973	)		-			-			(20,973	)
		Foreign currency translation		-		-		-		-			(6,611	)		-			-			(6,611	)
	Total comprehensive loss			-		-		-		(340,422	)		(27,584	)		-			-			(368,006	)
BALANCE, DECEMBER 31, 2008				28,039,658	$	280	$	803,304	$	(331,911	)	$	(29,388	)		(6,414,906	)	$	(227,569	)	$	214,716

See notes to consolidated financial statements.

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006

(In Thousands)

					2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	(340,422	)	$	1,215		$	51,692
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation:
			Vehicle depreciation			539,024			493,712			387,350
			Non-vehicle depreciation			22,722			21,704			20,343
		Net gains from disposition of revenue-earning vehicles				(774	)		(18,745	)		(14,491	)
		Amortization				7,355			6,386			6,410
		Goodwill and long-lived asset impairment				366,822			3,719			-
		Interest income earned on restricted cash and investments				(8,922	)		(13,975	)		(16,896	)
		Performance share incentive, stock option and restricted stock plans				3,917			7,682			11,130
		Net losses from sale of property and equipment				-			66			63
		Provision for losses on receivables				7,878			1,022			415
		Deferred income taxes				(118,403	)		7,977			30,693
		Decrease in fair value of derivatives				36,114			38,990			9,363
		Change in assets and liabilities, net of acquisitions:
			Income taxes receivable/payable			10,489			(8,577	)		(10,792	)
			Receivables			(32,164	)		(9,478	)		(29,927	)
			Prepaid expenses and other assets			33,973			16,167			6,546
			Accounts payable			(27,931	)		13,194			(8,930	)
			Accrued liabilities			(24,175	)		(34,226	)		15,956
			Vehicle insurance reserves			276			6,113			3,308
			Other			(5,730	)		4,364			(342	)
				Net cash provided by operating activities		470,049			537,310			461,891
CASH FLOWS FROM INVESTING ACTIVITIES:
	Revenue-earning vehicles:
		Purchases				(2,282,562	)		(4,019,775	)		(4,182,123	)
		Proceeds from sales				2,606,587			3,372,366			3,387,672
	Net change in restricted cash and investments					(454,721	)		270,824			412,392
	Property, equipment and software:
		Purchases				(28,895	)		(40,647	)		(35,814	)
		Proceeds from sales				399			1,215			32
	Acquisition of businesses, net of cash acquired					(2,068	)		(30,292	)		(34,475	)
				Net cash used in investing activities		(161,260	)		(446,309	)		(452,316	)
												(Continued)

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006

(In Thousands)

				2008			2007			2006
CASH FLOWS FROM FINANCING ACTIVITIES:
	Debt and other obligations:
		Proceeds from vehicle debt and other obligations			9,874,526			3,650,743			6,619,828
		Payments of vehicle debt and other obligations			(9,972,227	)		(3,987,224	)		(6,600,505	)
		Proceeds from non-vehicle debt			-			250,000			-
		Payments of non-vehicle debt			(70,625	)		(1,250	)		-
		Payments of debt assumed through acquisition			-			(14,092	)		-
	Issuance of common shares				33			1,669			7,479
	Net settlement of employee withholding taxes on share-based awards				(373	)		-			-
	Purchase of common stock for the treasury				-			(71,543	)		(111,308	)
	Financing issue costs				(11,512	)		(10,260	)		(7,387	)
			Net cash used in financing activities		(180,178	)		(181,957	)		(91,893	)
CHANGE IN CASH AND CASH EQUIVALENTS					128,611			(90,956	)		(82,318	)
CASH AND CASH EQUIVALENTS:
	Beginning of year				101,025			191,981			274,299
	End of year			$	229,636		$	101,025		$	191,981
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid for/(refund of):
		Income taxes to (from) taxing authorities		$	(8,486	)	$	12,396		$	15,246
		Interest		$	114,753		$	128,779		$	118,886
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
	Purchases of property, equipment and software included in accounts payable			$	924		$	4,632		$	2,752
											(Concluded)

See notes to consolidated financial statements.

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Dollar Thrifty Automotive Group, Inc. (“DTG”) is the successor to Pentastar Transportation Group, Inc. Prior to December 23, 1997, DTG was a wholly owned subsidiary of Chrysler LLC (such entity and its subsidiaries and members of its affiliated group are hereinafter referred to as “Chrysler”). On December 23, 1997, DTG completed an initial public offering of all its outstanding common stock owned by Chrysler together with additional shares issued by DTG.

The Company operates under a corporate structure that combines the management of operations and administrative functions for both the Dollar and Thrifty brands. Management makes business and operating decisions on an overall company basis. Financial results are not available by brand.

DTG’s significant wholly owned subsidiaries include DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., Rental Car Finance Corp. (“RCFC”) and Dollar Thrifty Funding Corp. (“DTFC”). Thrifty, Inc. is the parent company to Thrifty Car Sales, Inc. and Thrifty Rent-A-Car System, Inc., which is the parent company to Thrifty Rent-A-Car System, Inc. National Advertising Committee (“Thrifty National Ad”) and Dollar Thrifty Automotive Group Canada Inc. (“DTG Canada”). Thrifty National Ad was terminated effective January 1, 2008. DTG Canada has a partnership agreement with an unrelated bank’s conduit, which included the creation of a limited partnership, TCL Funding Limited Partnership, which is appropriately consolidated with DTG and subsidiaries. RCFC and DTFC are special purpose financing entities, which were formed in 1995 and 1998, respectively, and are appropriately consolidated with DTG and subsidiaries. RCFC and DTFC are each separate legal entities whose assets are not available to satisfy any claims of creditors of DTG or any of its other subsidiaries. The term the “Company” is used to refer to DTG and subsidiaries, individually or collectively, as the context may require. Dollar Rent A Car, Inc., the Dollar brand and DTG Operations, Inc. operating under the Dollar brand are individually and collectively referred to hereinafter as “Dollar”. Thrifty, Inc., Thrifty Rent-A-Car System, Inc., Thrifty Car Sales, Inc., the Thrifty brand and DTG Operations, Inc. operating under the Thrifty brand are individually and collectively referred to hereinafter as “Thrifty”. Intercompany accounts and transactions have been eliminated in consolidation.

Nature of Business – The Company operates in the U.S. and Canada and, through its Dollar and Thrifty brands, is primarily engaged in the business of the daily rental of vehicles to business and leisure customers through company-owned stores. The Company also leases vehicles to franchisees for use in the daily vehicle rental business, sells vehicle rental franchises worldwide and provides sales and marketing, reservations, data processing systems, insurance and other services to franchisees. RCFC and DTFC provide vehicle financing to the Company.

Estimates – The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ materially from those estimates.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with initial maturities of three months or less.

Restricted Cash and Investments – Restricted cash and investments are restricted for the acquisition of vehicles and other specified uses under the rental car asset backed note indenture and other agreements (Note 10). A portion of these funds is restricted due to the like-kind exchange tax program for deferred tax gains on eligible vehicle remarketing. These funds are primarily held in a highly rated money market fund with investments primarily in government and corporate obligations with a dollar-weighted average maturity not to exceed 60 days, as permitted by the indenture. Restricted cash and investments are excluded from cash and cash equivalents. Interest earned on restricted cash and investments was $8.9 million, $14.0 million and $16.9 million, for 2008, 2007 and 2006, respectively, and remains in restricted cash and investments.

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Allowance for Doubtful Accounts – An allowance for doubtful accounts is generally established during the period in which receivables are recorded. The allowance is maintained at a level deemed appropriate based on loss experience and other factors affecting collectibility.

Financing Issue Costs – Financing issue costs related to vehicle debt and the Senior Secured Credit Facilities are deferred and amortized to interest expense over the term of the related debt using the effective interest method.

Revenue-Earning Vehicles and Related Vehicle Depreciation Expense – Revenue earning vehicles are stated at cost, net of related discounts. The Company has historically purchased 50% to 60% of its vehicles for which residual values are determined by depreciation rates that are established and guaranteed by the manufacturers (“Program Vehicles”) with the remaining 40% to 50% of the Company’s vehicles purchased without the benefit of a manufacturer residual value guaranty program (“Non-Program Vehicles”). However in 2008, the Company has been increasing the level of Non-Program Vehicles in its fleet. At December 31, 2008, Non-Program Vehicles accounted for approximately 75% of the total fleet.

For these Non-Program Vehicles, the Company must estimate what the residual values of these vehicles will be at the expected time of disposal to determine monthly depreciation rates. The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as the general used vehicle auction market. The Company evaluates estimated residual values monthly. Differences between actual residual values and those estimated by the Company result in a gain or loss on disposal and are recorded as an adjustment to depreciation expense. Actual timing of disposal shorter than the life used for depreciation purposes could result in a significant loss on sale. For 2008, the average holding term for Non-Program Vehicles was approximately ten months and for Program Vehicles was approximately six months.

For Program Vehicles, the Company is required to depreciate the vehicle according to the terms of the guaranteed depreciation or repurchase program and in doing so is guaranteed to receive the full net book value in proceeds upon the sale of the vehicle. The sales proceeds are received directly from auctions, in the case of the Chrysler program, with any shortfall in value being paid by Chrysler. With certain other vehicle manufacturers, the entire balance of proceeds from vehicle sales comes directly from the manufacturer. In either case, the Company bears the risk of collectibility on that receivable from the vehicle manufacturer. The Company monitors its vehicle manufacturer receivables based on time outstanding, manufacturer strength and length of the relationship.

Property and Equipment – Property and equipment are recorded at cost and are depreciated or amortized using principally the straight-line method over the estimated useful lives of the related assets. Estimated useful lives range from ten to thirty years for buildings and improvements and three to seven years for furniture and equipment. Leasehold improvements are amortized over the estimated useful lives of the related assets or leases, whichever is shorter.

Intangible Assets – Software and other intangible assets are recorded at cost and amortized using the straight-line method primarily over five years. The remaining useful life of all intangible assets is evaluated annually to assess whether events and circumstances warrant a revision to the remaining amortization period.

Reacquired franchise rights, established upon reacquiring a previously franchised location, are not amortized as they have an indefinite life, rather they are tested annually for impairment in accordance with Emerging Issues Task Force ("EITF") No. 04-1, "Accounting for Preexisting Relationships between the Parties to a Business Combination" ("EITF No. 04-1") (Note 8).

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Website Development Costs – The Company capitalizes qualifying internal-use software development, including Website development, incurred subsequent to the completion of the preliminary project stage. Development costs are amortized over the shorter of the expected useful life of the software or five years. Costs related to planning, maintenance, and minor upgrades are expensed as incurred.

Goodwill – The excess of acquisition costs over the fair value of net assets acquired is recorded as goodwill. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” goodwill is no longer amortized but instead is tested for impairment at least annually (Note 9).

Long–Lived Assets – The Company reviews the value of long-lived assets, including software and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based upon estimated future cash flows.

Accounts Payable – Book overdrafts of $7.6 million and $16.3 million, which represent outstanding checks not yet presented to the bank, are included in accounts payable at December 31, 2008 and 2007, respectively. These amounts do not represent bank overdrafts, which would constitute checks presented in excess of cash on hand, and would be effectively a loan to the Company.

Derivative Instruments – The Company uses SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”, as amended (“SFAS No. 133”), which requires that all derivatives be recorded on the balance sheet as either assets or liabilities measured at their fair value, and that changes in the derivatives’ fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Beginning in 2001 and continuing through 2006, the Company entered into interest rate swap agreements. These interest rate swap agreements do not qualify for hedge accounting treatment under SFAS No. 133; therefore, the changes in the interest rate swap agreements’ fair values have been recognized as an (increase) decrease in fair value of derivatives in the consolidated statement of operations. In May 2007, the Company entered into an interest rate swap agreement related to the 2007 Series notes (hereinafter defined) which constitutes a cash flow hedge and qualifies for hedge accounting treatment under SFAS No. 133, utilizing the “long-haul” method (Note 11).

Vehicle Insurance Reserves – Provisions for public liability and property damage and supplemental liability insurance (“SLI”) on self-insured claims are made by charges primarily to direct vehicle and operating expense. Accruals for such charges are based upon actuarially determined evaluations of estimated ultimate liabilities on reported and unreported claims, prepared on at least an annual basis. Historical data related to the amount and timing of payments for self-insured claims is utilized in preparing the actuarial evaluations. The accrual for public liability and property damage claims is discounted based upon the actuarially determined estimated timing of payments to be made in the future. Management reviews the actual timing of payments as compared with the annual actuarial estimate of timing of payments and has determined that there have been no material differences in the timing of payments for each of the three years in the period ended December 31, 2008. Because of less predictability, self-insured reserves for SLI are not discounted.

Foreign Currency Translation – Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of accumulated other comprehensive income (loss).

Revenue Recognition – Revenues from vehicle rentals are recognized as earned on a daily basis under the related rental contracts with customers. Revenues from leasing vehicles to franchisees are principally under operating leases with fixed monthly payments and are recognized as earned over the lease terms. Revenues from fees and services include providing sales and marketing, reservations, information systems and other services to franchisees. Revenues from these services are generally based on a percentage of franchisee rental revenue or upon providing reservations and are recognized as earned on a monthly basis. Initial franchise fees, which are recorded to other revenues, are recognized upon substantial completion of all material services and conditions of the franchise sale, which coincides with the date of sale and commencement of operations by the franchisee.

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Advertising Costs – Advertising costs are primarily expensed as incurred. The Company incurred advertising expense of $29.5 million, $34.1 million and $37.6 million, for 2008, 2007 and 2006, respectively.

Environmental Costs – The Company’s operations include the storage of gasoline in underground storage tanks at certain company-owned stores. Liabilities incurred in connection with the remediation of accidental fuel discharges are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.

Contingent Rent – The Company recognizes contingent rent expense associated with certain airport concession agreements monthly as incurred since the Company’s achievement of the annual targeted qualifying revenues is probable.

Income Taxes – U.S. operating results are included in the Company’s consolidated U.S. income tax returns. The Company has provided for income taxes on its separate taxable income or loss and other tax attributes. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. A valuation allowance is recorded for deferred income tax assets when management determines it is more likely than not that such assets will not be realized. The Company has established a valuation allowance related to DTG Canada and a portion of the Company’s state net operating losses.

Earnings Per Share – Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is based on the combined weighted average number of common shares and common share equivalents outstanding which include, where appropriate, the assumed exercise of options. In computing diluted EPS, the Company has utilized the treasury stock method.

Stock-Based Compensation – The Company previously adopted the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” ("SFAS No. 123") changing from the intrinsic value-based method to the fair value-based method of accounting for stock-based compensation, and elected the prospective treatment option, which requires recognition as compensation expense for all future employee awards granted, modified or settled as allowed under SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” ("SFAS No. 148"), an amendment of SFAS No. 123. The Company adopted SFAS No. 123(R), “Share-Based Payment,” (“SFAS No. 123(R)”) as required on January 1, 2006.

All performance share, restricted stock and stock option awards are accounted for using the fair value-based method in accordance with SFAS No. 123 and SFAS No. 123(R) for the 2008, 2007, and 2006 periods. The Company issues common shares to its Board of Directors for attendance at Board of Director committee meetings. The fair value of these common shares is determined based on the closing market price of the Company’s common shares at the specific date on which the shares were earned and is recorded as a liability on the Company’s books until they are issued. In 2008, the Company issued approximately 1,258,000 stock options at a weighted average grant-date fair value per share of $7.58. The Company did not issue stock options in 2007 or 2006.

New Accounting Standards –

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which is effective for fiscal years beginning after November 15, 2007. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The Company adopted the provisions of SFAS No. 157 as required on January 1, 2008, except for the provisions related to nonfinancial assets and nonfinancial liabilities, which were adopted on January 1, 2009. The Company anticipates that adopting the provisions of SFAS No. 157 as they relate to nonfinancial assets and nonfinancial liabilities will only impact financial statement disclosures.

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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115” (“SFAS No. 159”). This statement permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS No. 159 as required on January 1, 2008 and elected to not measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS No. 141(R)”) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No. 160”) which are both effective for fiscal years beginning after December 15, 2008. SFAS No. 141(R) requires the acquirer to recognize assets and liabilities and any noncontrolling interest in the acquiree at the acquisition date at fair value and requires the acquirer in a step-acquisition to recognize the identifiable assets and liabilities at the full amounts of their fair value. SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and the deconsolidation of a subsidiary and changes the layout of the consolidated income statement and classifies noncontrolling interests as equity in the consolidated balance sheet. The Company adopted the provisions of SFAS No. 141(R) and SFAS No. 160 as required on January 1, 2009. The Company is currently evaluating the impact SFAS No. 141(R) and SFAS No. 160 will have on its consolidated financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”), which is effective for fiscal years beginning after December 15, 2008. SFAS No. 161 requires expanded disclosures related to an entity’s derivative instruments and hedging activities. The Company adopted the provisions of SFAS No. 161 as required on January 1, 2009. The Company is currently evaluating the impact SFAS No. 161 will have on its consolidated financial position and results of operations.

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). The FSP provides guidance on assigning useful lives to intangible assets and requires expanded disclosures related to an entity’s intangible assets. The Company adopted the provisions of FSP FAS 142-3 as required on January 1, 2009. The Company is currently evaluating the impact FSP FAS 142-3 will have on its consolidated financial position and results of operations.

Reclassifications – Certain reclassifications have been made to the 2007 financial information to conform to the classifications used in 2008.

2. OPERATIONS AND LIQUIDITY

The Company amended its Senior Secured Credit Facilities (hereinafter defined) as well as certain vehicle financing facilities on February 25, 2009 and is in full compliance with the terms of these facilities. Based on the recent amendment of these facilities, its unrestricted cash position and current operating trends, the Company believes it has sufficient liquidity to meet its business plan during 2009.

Certain circumstances could arise that would impact the Company’s operating plans and liquidity, and the Company believes it has taken appropriate steps in light of those risks, which include primarily a Chrysler restructuring or bankruptcy or the insolvency or bankruptcy of one of the monoline or bond insurers with respect to the Company's financing arrangements ("Monolines").

In the event of a Chrysler restructuring or bankruptcy, the Company’s primary exposures would be to receivables due from Chrysler, primarily from residual value guarantees on Program Vehicles, the potential impact a bankruptcy would have on the residual value of its vehicle inventories, and a disruption in vehicle supply.

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In order to mitigate the exposure to Chrysler's credit, the Company significantly reduced its purchases of Program Vehicles during 2008 and amended its medium term note facilities to allow a U.S. fleet consisting entirely of Non-Program Vehicles (hereinafter defined).

To the extent, if any, a Chrysler bankruptcy has an impact on the residual value of Chrysler vehicles, the Company plans to operate Chrysler vehicles under longer holding periods, allowing the Company to depreciate the vehicle over a longer period of time, while generating additional revenue to cover the increased depreciation. The Company believes that this, combined with its ability to provide supplemental enhancement to its medium term notes through letters of credit and cash, if required, would allow the Company to mitigate the impact of a possible residual value decline.

Finally, in the event of a Chrysler restructuring or bankruptcy, the Company could be subject to a disruption in vehicle supply.  Based on its purchasing relationships with other suppliers, including Ford Motor Company, the Company believes it will be able to source sufficient vehicle inventories to meet its operating needs.

An insolvency or bankruptcy of a Monoline could trigger an amortization of the Company's obligations under the affected medium term notes, which would require a more rapid repayment of those notes, and could also (subject to certain conditions) result in cross-defaults under certain of the Company's other financing agreements.  Amortization is required at the earlier of the sale date of the vehicle financed under the affected medium term note program or three years from the original invoice date of that vehicle. In the current financial markets, the Company does not believe that it would be able to issue new medium term notes, but does not believe that this lack of access will impact its ability to continue operations. Since the Company can hold vehicles for up to three years from the purchase date, the Company would expect to first extend the holding period of its vehicles, maximizing the useful life of the vehicles in the fleet prior to their sale. This would also allow the Company to maximize the cash available to pay off the vehicles, as the Company would continue making rent payments under the asset backed note program during the holding period. The Company would also expect to immediately reduce operations, closing smaller airport and local-market locations and retaining a presence in the most profitable locations as well as the top 75 U.S. airports. As part of this plan, the Company would also seek to franchise locations to third parties to generate additional revenue. Finally, the Company would undertake further reductions in its corporate headcount to position its staffing levels with the reduced scale of the business.

Moreover, as a result of the repayment of the affected amortizing medium term note program, the Company would no longer need to provide cash enhancement on vehicles financed under that program, which would in turn result in the release of additional unrestricted cash for use in operations or to repay debt.

While the circumstances discussed above have not come to fruition, and may not ever come to fruition, management believes, based on current facts and circumstances, that it has developed contingency plans that are adequate to mitigate the impact of these potential circumstances, such that it will be able to operate as a going concern during the year.

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3. EARNINGS PER SHARE

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted EPS is shown below:

		Year Ended December 31,
			2008			2007		2006
		(In Thousands, Except Share and Per Share Data)
Net Income (loss)			$	(340,422	)	$	1,215	$	51,692
Basic EPS:
	Weighted average common shares			21,375,589			22,580,298		24,195,933
Basic EPS			$	(15.93	)	$	0.05	$	2.14
Diluted EPS:
	Weighted average common shares			21,375,589			22,580,298		24,195,933
Shares contingently issuable:
	Stock options			-			168,075		264,098
	Performance awards			-			283,161		419,313
	Employee compensation shares deferred			-			414,518		270,085
	Director compensation shares deferred			-			179,560		169,370
Shares applicable to diluted				21,375,589			23,625,612		25,318,799
Diluted EPS			$	(15.93	)	$	0.05	$	2.04

At December 31, 2008, 1,049,778 outstanding common stock equivalents that were anti-dilutive were excluded from the computation of diluted EPS. At December 31, 2007 and 2006, all options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average market price of the common shares.

4. ACQUISITIONS

During 2008, the Company did not acquire any new locations from franchisees; however, it distributed $2.1 million previously held in escrow to former franchisees in final settlement of acquisitions made in previous periods. During 2007, the Company added seven locations by acquiring its former franchisee in Seattle, Washington and Portland, Oregon and also acquired certain assets and assumed certain liabilities relating to 29 locations from former franchisees. During 2006, the Company acquired certain assets and assumed certain liabilities relating to 35 locations from former franchisees. In 2007 and 2006, total cash paid, net of cash acquired, for these acquisitions were $30.3 million and $34.5 million, respectively.

The Company adopted the provisions of EITF No. 04-1 in 2005 that impacted the way in which the Company accounts for certain business combination transactions through establishing identifiable intangibles, other than goodwill, such as reacquired franchise rights through the Company’s acquisitions of franchisee operations. The Company did not have any settlement gain or loss related to these preexisting relationships for the years ended December 31, 2008, 2007 and 2006. Based on the Company’s reacquired franchise right impairment assessment at March 31, 2008, management concluded that reacquired franchise rights were impaired, and the Company recorded a $69.0 million non-cash charge (pre-tax) related to the impairment of the entire reacquired franchise rights ($42.2 million after-tax) (Note 8).

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The Company did not recognize any goodwill related to acquisition transactions during 2008 or 2006; however, in 2007 the Company recognized $0.1 million in goodwill related to acquisition transactions. Reacquired franchise rights and a portion of goodwill are both deductible for tax purposes. Each of the acquisitions has been accounted for using the purchase method of accounting and operating results of the acquirees from the dates of acquisition are included in the consolidated statements of operations of the Company. Acquisitions made in each year are not material individually or collectively to amounts presented for each of the years ended December 31, 2008, 2007 and 2006.

5. RECEIVABLES

Receivables consist of the following:

	December 31,
	2008			2007
	(In Thousands)
Other vehicle manufacturer receivables	$	109,859		$	15,809
Trade accounts receivable		105,759			109,833
Due from Chrysler		41,313			95,023
Car sales receivable		17,717			22,125
Notes receivable		116			250
Fair value of interest rate swap		-			1,078
		274,764			244,118
Less allowance for doubtful accounts		(13,199	)		(5,991	)
	$	261,565		$	238,127

Other vehicle manufacturer receivables include primarily amounts due under guaranteed residual, buyback and incentive programs, which are paid according to contract terms and are generally received within 60 days. The majority of the receivable is for buyback vehicles from Kia Motors America and Hyundai Motor America.

Trade accounts and notes receivable include primarily amounts due from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business. Notes receivable are generally issued to certain franchisees at current market interest rates with varying maturities and are generally guaranteed by franchisees.

Due from Chrysler is comprised primarily of amounts due under various guaranteed residual, buyback, incentive and promotion programs, which are paid according to contract terms and are generally received within 60 days. The Due from Chrysler balance varies based on fleet activity and timing of incentive and guaranteed depreciation payments. This receivable does not include expected payments on Program Vehicles remaining in inventory as those residual value guarantee obligations are not triggered until the vehicles are sold. As of December 31, 2008 there were approximately 17,000 units at auction awaiting sale.

Car sales receivable include primarily amounts due from car sale auctions for the sale of both Program and Non-Program Vehicles.

Fair value of interest rate swap represents the fair market value on interest rate swap agreements (Note 11).

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Allowance for doubtful accounts represents potentially uncollectible amounts owed to the Company from franchisees, tour operators, corporate account customers and others. During 2008, the Company increased its allowance for doubtful accounts by $5.5 million due to one of the Company’s largest U.K. tour operator customers filing bankruptcy. The Company has fully reserved its loss exposure based on the outstanding receivable balance at December 31, 2008 net of amounts owed by the Company to this tour operator for which the Company believes it has legal right of offset.

6. REVENUE–EARNING VEHICLES

Revenue-earning vehicles consist of the following:

	December 31,
	2008			2007
	(In Thousands)
Revenue-earning vehicles	$	2,358,573		$	3,085,649
Less accumulated depreciation		(412,494	)		(277,295	)
	$	1,946,079		$	2,808,354

Dollar and Thrifty entered into U.S. vehicle supply agreements (the “VSA”) with Chrysler, which commenced with the 1997 model year. The VSA provides that the Company will purchase at least 75% of its vehicles from Chrysler to obtain the agreed upon incentive payments until a certain minimum level is reached. In September 2006, the VSA was amended to enable the Company to acquire vehicles through the 2011 model year. Under the terms of the VSA, Dollar and Thrifty will advertise and promote Chrysler products exclusively, and the Company will receive promotional payments from Chrysler for each model year. Purchases of revenue-earning vehicles from Chrysler were $1.7 billion, $3.4 billion and $3.7 billion during 2008, 2007 and 2006, respectively.

Historically, vehicle acquisition terms provided for guaranteed residual values in the U.S. or buybacks in Canada on the majority of vehicles, under specified conditions. Guaranteed residual and buyback payments provide the Company sufficient proceeds on disposition of revenue-earning vehicles to realize the carrying value of these vehicles. Payments received are included in proceeds from sales of revenue-earning vehicles and applied against the related receivables reflected in Due from Chrysler within Receivables, net on the balance sheet (Note 5). Additionally, the Company receives other incentives primarily related to the disposal of revenue-earning vehicles, which amounts have been reflected as offsets to vehicle depreciation expense in the consolidated statements of operations. Promotional payments received under the VSA are recognized as a reduction of the cost of the vehicles when acquired. The Company also receives interest reimbursement for Program Vehicles while at auction and for certain delivery related interest costs, which amounts are reflected as offsets in interest expense, net. The aggregate amount of payments recognized from Chrysler for guaranteed residual value program payments, promotional payments, interest reimbursement and other incentives, other than recovery costs, totaled $670.4 million, $771.5 million and $784.6 million in 2008, 2007 and 2006, respectively, of which a substantial portion of the payments relate to the Company’s guaranteed residual value program and are included in Due from Chrysler within Receivables, net on the consolidated balance sheet. Buyback payments received from the Canadian subsidiary of Chrysler were $132.9 million, $133.1 million and $172.2 million in 2008, 2007 and 2006, respectively, and are included in Due from Chrysler within Receivables, net on the consolidated balance sheet.

Additionally, the Company acquires both Program and Non-Program Vehicles from other manufacturers. The aggregate amount of payments recognized from all manufacturers other than Chrysler for buyback or repurchase payments, guaranteed residual value program payments, interest reimbursement and other incentives, other than recovery costs, totaled $251.1 million, $188.6 million and $108.4 million in 2008, 2007 and 2006, respectively, of which a substantial portion of the payments relate to the manufacturers' buyback programs, and are included in Other Vehicle Manufacturer Receivables within Receivables, net on the consolidated balance sheet.

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Rent expense for vehicles leased from other vehicle manufacturers and third parties under operating leases was $1.2 million, $2.9 million and $7.1 million for 2008, 2007 and 2006, respectively, and is included in vehicle depreciation and lease charges, net.

7. PROPERTY AND EQUIPMENT

Major classes of property and equipment consist of the following:

	December 31,
	2008			2007
	(In Thousands)
Land	$	12,135		$	12,240
Buildings and improvements		21,069			22,575
Furniture and equipment		93,008			93,905
Leasehold improvements		125,589			129,542
Construction in progress		7,759			13,876
		259,560			272,138
Less accumulated depreciation and amortization		(155,118	)		(149,835	)
	$	104,442		$	122,303

During 2008, the Company completed its long-lived assets impairment testing under SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, and, based on projections for future cash flows, concluded that substantially all of the long-lived assets in its Canadian operation were impaired. The Company recorded a $5.9 million non-cash charge (pre-tax) related to this impairment.

8. INTANGIBLE ASSETS

	December 31,
	2008			2007
	(In Thousands)
Amortized intangible assets
Software and other intangible assets	$	78,663		$	77,888
Less accumulated amortization		(48,885	)		(43,312	)
		29,778			34,576
Unamortized intangible assets
Reacquired franchise rights		-			69,201
Total intangible assets	$	29,778		$	103,777

The Company establishes unamortized separately identifiable intangible assets, referred to as reacquired franchise rights, when acquiring locations from franchisees. Intangible assets with indefinite useful lives, such as reacquired franchise rights, are not amortized, but are subject to impairment testing annually or more frequently if events and circumstances indicate there may be impairment. Intangible assets with finite useful lives are amortized over their respective useful lives.

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In March 2008, based on the operating environment and in conjunction with reassessment of goodwill impairment (see discussion under Note 9 below), the Company reassessed its reacquired franchise rights for impairment. Impairment testing under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) also applies to reacquired franchise rights. Based on the assessment at March 31, 2008, management concluded that reacquired franchise rights were impaired, and the Company recorded a $69.0 million non-cash charge (pre-tax) related to the impairment of the entire reacquired franchise rights ($42.2 million after-tax).

Additionally, in December 2008, the Company wrote-off $10.7 million (pre-tax) of software related to the discontinuation of the Kiosk project announced during the fourth quarter of 2008 and other software no longer in use or considered impaired ($6.6 million after-tax).

During 2007, the Company wrote off $3.7 million (pre-tax) of software, of which $3.2 million was made obsolete by the new Pros Fleet Management Software and $0.5 million related to software no longer in use ($2.2 million after-tax).

The $79.7 million impairment in 2008 and the $3.7 million impairment in 2007 are both reflected in the goodwill and long-lived asset impairment line on the consolidated statements of operations.

Intangible assets with finite useful lives are amortized over their respective useful lives. The aggregate amortization expense recognized for the software and other intangible assets subject to amortization was $7.4 million, $6.4 million and $6.4 million for the years ended December 31, 2008, 2007 and 2006, respectively. The estimated aggregate amortization expense for assets existing at December 31, 2008 for each of the next five years is as follows: $7.3 million, $6.7 million, $5.5 million, $4.2 million and $2.2 million.

9. GOODWILL

Under SFAS No. 142, the Company is required on at least an annual basis to perform a goodwill impairment assessment, which requires, among other things, a reconciliation of current equity market capitalization to stockholders’ equity. As a result of the decline in the Company’s stock price, the Company’s total stockholders’ equity exceeded its equity market capitalization including applying a reasonable control premium. The Company is required to place greater emphasis on the current stock price than on management’s long-range forecast in performing its impairment assessment. Based on this evaluation in the first quarter of 2008, management concluded that the entire amount of goodwill was impaired and the Company recorded a $281.2 million non-cash charge (pre-tax) related to the impairment of goodwill ($223.5 million after-tax).

The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows:

	December 31,
	2008			2007
	(In Thousands)
Beginning balance	$	281,424		$	280,103
Goodwill through acquisitions during the year		-			147
Effect of change in rates used for foreign currency translation		(252	)		1,174
Goodwill impairment		(281,172	)
Ending balance	$	-		$	281,424

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10. DEBT AND OTHER OBLIGATIONS

Debt and other obligations consist of the following (in thousands):

			December 31,
			2008			2007
Vehicle debt and other obligations
Asset backed medium term notes
	2007 Series notes (matures July 2012)		$	500,000		$	500,000
	2006 Series notes (matures May 2011)			600,000			600,000
	2005 Series notes (matures June 2010)			400,000			400,000
	2004 Series notes			-			500,000
				1,500,000			2,000,000
	Discounts on asset backed medium term notes			(14	)		(23	)
		Asset backed medium term notes, net of discount		1,499,986			1,999,977
Conduit Facility				215,000			12,000
Commercial paper, net of discount of $0 and $131      (including draws on Liquidity Facility)				274,901			25,851
Other vehicle debt				233,698			234,472
Limited partner interest in limited partnership      (Canadian fleet financing)				86,535			135,512
	Total vehicle debt and other obligations			2,310,120			2,407,812
Non-vehicle debt
Term Loan				178,125			248,750
	Total non-vehicle debt			178,125			248,750
Total debt and other obligations			$	2,488,245		$	2,656,562

Asset Backed Medium Term Notes are comprised of rental car asset backed medium term notes issued by RCFC in May 2007 (the “2007 Series notes”), March 2006 (the “2006 Series notes”), April 2005 (the “2005 Series notes”) and May 2004 (the “2004 Series notes”).

The 2007 Series notes are floating rate notes that were converted to a fixed rate of 5.16% by entering into interest rate swap agreements (Note 11) in conjunction with the issuance of the notes.

The 2006 Series notes are floating rate notes that were converted to a fixed rate of 5.27% by entering into interest rate swap agreements (Note 11) in conjunction with the issuance of the notes.

The 2005 Series notes are comprised of $110.0 million 4.59% fixed rate notes and $290.0 million of floating rate notes. In conjunction with the issuance of the 2005 Series notes, the Company also entered into interest rate swap agreements (Note 11) to convert $190.0 million of the floating rate debt to fixed rate debt at a 4.58% interest rate. Additionally, in December 2006, the Company entered into an interest rate swap agreement to convert the remaining $100.0 million of the floating rate debt to fixed rate debt at a 5.09% interest rate.

The 2004 Series notes are floating rate notes that were converted to a fixed rate of 4.20% by entering into interest rate swap agreements (Note 11) in conjunction with the issuance of the notes. During 2008, the 2004 Series notes were paid in full.

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The assets of RCFC, including revenue-earning vehicles related to the asset backed medium term notes, restricted cash and investments, and certain receivables related to revenue-earning vehicles are available to satisfy the claims of its creditors. Dollar and Thrifty lease vehicles from RCFC under the terms of a master lease and servicing agreement. The asset backed medium term note indentures also provide for additional credit enhancement through over collateralization of the vehicle fleet, cash or letters of credit and maintenance of a liquidity reserve. RCFC is in compliance with the terms of the indentures.

The asset backed medium term note programs are insured by Monolines, and each contains a minimum net worth condition and an interest coverage condition. In 2008, the Company executed amendments to its asset backed medium term notes which amended the minimum net worth condition in three of its four Monoline agreements to exclude the impact of any goodwill or other intangible asset impairment, and increased the level of Non-Program Vehicles allowed to be financed to 75%, allowing the Company to continue its efforts to increase the level of Non-Program Vehicles in its fleet. The Company provided increased enhancement for the one Monoline agreement not amended in order to comply with the existing minimum net worth condition. An insolvency or bankruptcy of any of these Monolines could trigger an amortization of the debt obligation. Amortization under the facilities is required at the earlier of the sale date of the vehicle financed under the facility, or three years from the original invoice date of that vehicle. The Company is in compliance with these conditions at December 31, 2008.

The asset backed medium term notes mature from 2010 through 2012 and are generally subject to repurchase by the Company on any payment date subject to a prepayment penalty.

Conduit Facility – On May 8, 2008, the Company renewed its Variable Funding Note Purchase Facility (the “Conduit Facility”) for another 364-day period with a capacity of $215.0 million. Proceeds are used for financing of vehicle purchases and for a periodic refinancing of asset backed notes. The Conduit Facility generally bears interest at market-based commercial paper rates (4.62% and 5.86% at December 31, 2008 and 2007, respectively). The Company had $215.0 million and $12.0 million outstanding under the Conduit at December 31, 2008 and 2007, respectively. In February 2009, the Conduit Facility was paid in full.

In conjunction with the Conduit Facility renewal, the Company modified the minimum net worth condition to exclude the impact of any goodwill or other intangible asset impairment, and increased the percentage of Non-Program Vehicles allowed. Additionally, a covenant was added to maintain a minimum level of excess liquidity. The renewal resulted in higher fees and requires increased enhancement levels to be maintained by the Company. The Company is in compliance with these covenants at December 31, 2008.

Commercial Paper and Liquidity Facility – On May 8, 2008, the Company renewed its Commercial Paper Program (the “Commercial Paper Program”) for another 364-day period at a maximum capacity of $800.0 million supported by a 364-day extension of the Liquidity Facility (the “Liquidity Facility”) in the amount of $278.0 million. At any time, the Company may only issue commercial paper in an amount that does not exceed the sum of the Liquidity Facility and the letter of credit supporting the commercial paper notes. Proceeds are used for financing of vehicle purchases and for periodic refinancing of asset backed notes. The Liquidity Facility provides the Commercial Paper Program with an alternative source of funding if DTFC is unable to refinance maturing commercial paper by issuing new commercial paper. In conjunction with this renewal, the Company modified the minimum net worth covenant to exclude the impact of any goodwill or other intangible asset impairment, and increased the percentage of Non-Program Vehicles allowed. Additionally, a covenant was added to maintain a minimum level of excess liquidity. The renewal resulted in higher fees and requires increased enhancement levels to be maintained by the Company.

On September 23, 2008, the Company began borrowing under the Liquidity Facility. This borrowing under the Liquidity Facility resulted from the inability to sell maturing commercial paper due to a general disruption in the commercial paper markets due to instability in the global financial markets. The draws on this facility were used to pay down maturing commercial paper. The Liquidity Facility bears interest at prime which was 3.25% at December 31, 2008, while commercial paper rates ranged from 4.95% to 5.32% at December 31, 2007. At December 31, 2008, amounts outstanding were under the Liquidity Facility and totaled $274.9 million, which was paid in full in February 2009.

The Commercial Paper Program and Liquidity Facility contain minimum net worth covenants and an interest covenant. The Company is in compliance with these covenants at December 31, 2008.

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Other Vehicle Debt includes various lines of credit that are collateralized by the related vehicles, including $104.8 million from vehicle manufacturers and $128.9 million from various banks at December 31, 2008. These lines of credit bear interest at varying rates based on LIBOR, prime or commercial paper rates. The weighted average variable interest rate for these lines of credit was 3.81% and 6.75% at December 31, 2008 and 2007, respectively.

In June, 2008, the Company was notified that its $150.0 million vehicle manufacturer line of credit would be canceled and therefore, effective September 12, 2008 the Company was not able to draw upon that line of credit. Existing borrowings at that time have been and will continue to be paid over the normal amortization period as vehicles financed under that line are sold. Any vehicles that are not sold must be paid off in January 2010.

In September, 2008, the Company’s $150.0 million bank line of credit was not renewed. The Company will pay down existing borrowings under the line as vehicles financed under that line are sold during 2009. Any vehicles that are not sold must be paid off in September 2009.

The vehicle manufacturer and bank lines of credit contain a leverage ratio covenant which requires that the Company’s corporate debt to corporate EBITDA be maintained within certain limits as defined in the respective agreements. Giving effect to all amendments, the Company is in compliance with all covenants at December 31, 2008. In February 2009, the Company amended these lines of credit. See Note 21 for further discussion.

Limited Partner Interest in Limited Partnership – DTG Canada has a partnership agreement (the “Partnership Agreement”) with an unrelated bank’s conduit (the “Limited Partner”). This transaction included the creation of a limited partnership (TCL Funding Limited Partnership, the “Partnership”). DTG Canada is the General Partner of the Partnership. The purpose of the Partnership is to facilitate financing of Canadian vehicles. The Partnership Agreement of the Partnership expires on May 31, 2010. Historically, the Limited Partner committed to funding CND$300.0 million which is funded through issuance and sale of notes in the Canadian commercial paper market. However, in October 2008, the committed funding was reduced from CND$300.0 million to CND$200.0 million (approximately US$164.0 million at December 31, 2008) through its final maturity.

DTG Canada, as General Partner, is allocated the remainder of the Partnership net income after distribution of the income share of the Limited Partner. The income share of the Limited Partner, which amounted to $5.4 million, $7.8 million and $6.7 million for the years ended December 31, 2008, 2007 and 2006, respectively, is included in interest expense. Due to the nature of the relationship between DTG Canada and the Partnership, the accounts of the Partnership are appropriately consolidated with the Company. The Partnership Agreement requires the maintenance of certain letters of credit and contains various restrictive covenants, including a tangible net worth covenant. DTG Canada was in compliance with all such covenants and requirements at December 31, 2008.

Senior Secured Credit Facilities – On June 15, 2007, the Company entered into the senior secured credit facilities (as amended, the “Senior Secured Credit Facilities”) comprised of a $350.0 million revolving credit facility (the “Revolving Credit Facility”) and a $250.0 million term loan (the “Term Loan”). The Senior Secured Credit Facilities contain certain financial and other covenants, including a covenant that sets the maximum amount the Company can spend annually on the acquisition of non-vehicle capital assets, a maximum leverage ratio and prohibits share repurchases and the payment of cash dividend, and are collateralized by a first priority lien on substantially all material non-vehicle assets of the Company. The Term Loan bears interest at LIBOR plus 2.0%, which was 2.46% and 6.84% at December 31, 2008 and 2007, respectively. As of December 31, 2008, giving effect to all amendments, the Company is in compliance with all covenants.

The Company entered into three separate amendments to the Senior Secured Credit Facilities from July 2008 through November 2008 primarily to modify certain terms relating to the leverage ratio test. In order to facilitate such amendments, the Company agreed to reductions in capacity on the Revolving Credit Facility to $340 million, paid the Term Loan down to $178.1 million and must maintain $60 million of unrestricted cash and cash equivalents in trust with the agent on the facility, which the Company is allowed to use to prepay facility debt.

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In February 2009, the Company amended the Senior Secured Credit Facility through its term in June 2013 replacing the leverage ratio test with two new covenants comprised of a minimum adjusted tangible net worth of $150 million and a minimum unrestricted cash and cash equivalents of $100 million.

The Revolving Credit Facility expires on June 15, 2013, and is restricted to use for letters of credit as no revolving credit borrowings are permitted under the amended facility. As of December 31, 2008, the Company was required to pay a 0.375% commitment fee on the unused available line, a 2.00% letter of credit fee on the aggregate amount of outstanding letters of credit and a 0.125% letter of credit issuance fee. The Revolving Credit Facility permits letter of credit usage up to $340.0 million at December 31, 2008. The Company had letters of credit of approximately $312.8 million and $172.3 million outstanding under the Revolving Credit Facility at December 31, 2008 and 2007, respectively, and no outstanding borrowings at either period end.

As a result of amendments to the Revolving Credit Facility in February 2009, availability under the Revolving Credit Facility was reduced to $231.3 million, and the letter of credit fee was increased to 2.50%. See Note 21 for further discussion of the amendment in 2009.

Giving effect to the February 2009 amendment mentioned above, the Term Loan maturity date was accelerated by one year and now expires on June 15, 2013. The Company was required to make and did make a $20.0 million paydown upon execution of the amendment in February 2009 and will be required to make minimum quarterly principal payments of $2.5 million per quarter beginning in March 2010. At December 31, 2008, the Company had $178.1 million outstanding under the Term Loan.

Expected repayments of debt and other obligations outstanding at December 31, 2008 are as follows:

	2009		2010		2011		2012		2013		There- after
	(In Thousands)
Asset backed medium term notes	$	-	$	500,000	$	500,000	$	500,000	$	-	$	-
Conduit Facility (1)		215,000		-		-		-		-		-
Commercial paper and Liquidity (1)		274,901		-		-		-		-		-
Other vehicle debt		230,073		2,283		910		432		-		-
Limited partner interest		86,535		-		-		-		-		-
Term Loan (2)		-		-		-		-		-		178,125
Total	$	806,509	$	502,283	$	500,910	$	500,432	$	-	$	178,125

(1) Paid in full in February 2009.

(2) The Company amended the Senior Secured Credit Facilities in February 2009 and as part of the amendment the final maturity date of the Term Loan was accelerated to June 2013.  The Company was required to make and did make a $20 million pay down upon execution of the amendment and will be required to make amortization payments of $10 million per year beginning in 2010.

11. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates. Consequently, the Company manages the financial exposure as part of its risk management program, by striving to reduce the potentially adverse effects that the volatility of the financial markets may have on the Company’s operating results. The Company has used interest rate swap agreements, for each related new asset backed medium term note issuance in 2004 through 2007, to effectively convert variable interest rates on a total of $1.4 billion in asset backed medium term notes to fixed interest rates. These swaps have termination dates through July 2012. The Company reflects these swaps on its balance sheet at fair market value, which totaled approximately $119.6 million at December 31, 2008, included in accrued liabilities. At December 31, 2007, these swaps totaled $47.8 million comprised of liabilities, included in accrued liabilities, of approximately $48.9 million and assets, included in receivables, of approximately $1.1 million.

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The interest rate swap agreements related to the asset backed medium term note issuances in 2004, 2005 and 2006 do not qualify for hedge accounting treatment under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended (“SFAS No. 133”); therefore, the change in the interest rate swap agreements’ fair values must be recognized as an (increase) decrease in fair value of derivatives in the consolidated statements of operations. For the years ended December 31, 2008 and 2007, the Company recorded the related change in the fair value of the swap agreements of $36.1 million and $39.0 million, respectively, as a net decrease in fair value of derivatives in its consolidated statements of operations.

The interest rate swap agreement entered into in May 2007 related to the 2007 asset backed medium term note issuance (“2007 Swap”) constitutes a cash flow hedge and satisfies the criteria for hedge accounting under the “long-haul” method. Related to the 2007 Swap, the Company recorded a loss of $21.0 million and $12.0 million, which is net of income taxes, in total comprehensive income for the years ended December 31, 2008 and 2007, respectively. Deferred gains and losses are recognized in earnings as an adjustment to interest expense over the same period in which the related interest payments being hedged are recognized in earnings. Based on projected market interest rates, the Company estimates that approximately $12.8 million of net deferred loss related to the 2007 Swap will be reclassified into earnings within the next 12 months.

In May 2008, the Company entered into an interest rate cap agreement in conjunction with renewal of the Conduit Facility, paying $0.2 million which is being amortized over the 12 month life of the facilities. The cap agreement had a fair value, which is included in receivables, of $0.1 million at December 31, 2008.

12. FAIR VALUE MEASUREMENTS

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. The Company has adopted the provisions of SFAS No. 157 as of January 1, 2008. Although the adoption of SFAS No. 157 did not materially impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures as part of its financial statements.

SFAS No. 157 establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. These categories include (in descending order of priority): Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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The following table shows assets and liabilities measured at fair value as of December 31, 2008 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

				Fair Value Measurments at Reporting Date Using
		Total Fair Value Assets (Liabilities)		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(in thousands)
Description		at 12/31/08		(Level 1)		(Level 2)		(Level 3)
Derivatives Assets	$	63	$	-	$	63	$	-
Derivative Liabilities		(119,633)		-		(119,633)		-
Marketable Securities (available for sale)		348		348		-		-
Deferred Compensation Plan Assets		352		-		352		-
Deferred Compensation Plan Liabilities		(352)		-		(352)		-
Total	$	(119,222)	$	348	$	(119,570)	$	-

The fair value of derivative assets and liabilities, consisting of interest rate cap and swaps as discussed above, is calculated using proprietary models utilizing observable inputs as well as future assumptions related to interest rates and other applicable variables. These calculations are performed by the financial institutions which are counterparties to the applicable swap agreements and reported to the Company on a monthly basis. The Company uses these reported fair values to adjust the asset or liability as appropriate. The Company evaluates the reasonableness of the calculations by comparing similar calculations from other counterparties for the applicable period.

See Note 17 for discussion of the fair value of debt and other obligations.

13. STOCKHOLDERS’ RIGHTS PLAN

On July 23, 1998, the Company adopted a stockholders’ rights plan. The rights were issued on August 3, 1998 to stockholders of record on that date, and the plan was originally set to expire on August 3, 2008. On August 1, 2008, the Company amended the plan to expire on August 3, 2009, unless extended by action of the stockholders of the Company, in which case the plan will expire on August 3, 2011.

The plan provides for the issuance of one right for each outstanding share of the Company’s common stock. Upon the acquisition by a person or group of 15% or more of the Company’s outstanding common stock, the rights generally will become exercisable and allow the stockholder, other than the acquiring person or group, to ultimately acquire common stock and the related voting rights at a steeply discounted price.

The plan also includes an exchange option after the rights become exercisable. The Board of Directors may affect an exchange of part or all of the rights, other than rights that have become void, for shares of the Company’s common stock for each right. The Board of Directors may redeem all rights for $.01 per right, generally at any time prior to the rights becoming exercisable.

The issuance of the rights had no dilutive effect on the number of common shares outstanding and did not affect EPS.

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14. EMPLOYEE BENEFIT PLANS INCLUDING SHARE-BASED PAYMENT PLANS

Employee Benefit Plans

The Company sponsors a retirement savings plan that incorporates the salary reduction provisions of Section 401(k) of the Internal Revenue Code and covers substantially all employees of the Company meeting specific age and length of service requirements. In 2007 and 2006, the Company matched the employee’s contribution up to 6% of the employee’s eligible compensation in cash, subject to statutory limitations. Effective February 22, 2008, the Company suspended its employer contribution; however, this matching contribution was reinstated at a reduced rate of up to 2% of the employees’ eligible compensation effective January 1, 2009.

Effective February 1, 2006, the Company no longer offers its Company stock as an investment option in the retirement savings plan for future contributions or transfers. Contributions expensed by the Company totaled $1.3 million, $5.4 million and $6.1 million in 2008, 2007 and 2006, respectively.

Included in accrued liabilities at December 31, 2008 and 2007 is $3.0 million and $2.8 million, respectively, for employee health claims which are self-insured by the Company. The accrual includes amounts for incurred and incurred but not reported claims. The Company expensed $20.6 million, $23.1 million, and $21.0 million for self-insured health claims incurred in 2008, 2007 and 2006, respectively.

The Company has bonus and profit sharing plans for all employees based on Company performance. For the years ended December 31, 2008 and 2007, the Company fell short of the stated performance objectives; consequently, no expense related to these plans was recorded. Expense related to these plans was $13.6 million in 2006.

Deferred Compensation and Retirement Plans

The Company has deferred compensation and retirement plans, which are defined contribution plans that provide key executives with the opportunity to defer compensation, including related investment income. Under the deferred compensation plan, the Company contributes up to 7% of participant cash compensation. The Company also contributes annually to the retirement plan. However, on December 2, 2004, the Company discontinued the retirement plan for any new key executives. Any such new key executives will instead receive a contribution to the deferred compensation plan of 15% of participant cash compensation.

Participants generally become fully vested in the Company contribution under both the deferred compensation and retirement plans after five years of service. Contributions to the deferred compensation and retirement plans are at the discretion of the Board of Directors based on the Company’s performance. In 2008, the Company suspended the contributions to the deferred compensation plan, in conjunction with the suspension of the matching contributions in the Company’s 401(k) plan in 2008. Likewise, the Company did not fund the retirement plan in 2008. The total of participant deferrals in the deferred compensation and retirement plans, which are reflected in accrued liabilities, was $0.4 million and $21.4 million as of December 31, 2008 and 2007, respectively. Expense related to these plans for contributions made by the Company totaled $2.1 million and $2.4 million in 2007 and 2006, respectively. No expense related to these plans was recorded in 2008.

Effective January 1, 2009, the Company adopted a 2009 Deferred Compensation Plan wherein key executives will receive contributions equal to 15% of such executives’ current annual base compensation. Under this Plan, Participants are immediately vested in the Company’s contributions.

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Share-Based Payment Plans

Long-Term Incentive Plan

The Company has a long-term incentive plan (“LTIP”) for employees and non-employee directors under which the Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) is authorized to provide for grants in the form of incentive option rights, non-qualified option rights, tandem appreciation rights, free-standing appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards to key employee and non-employee directors that may be payable or related to common stock or factors that may influence the value of common stock. The Company’s policy is to issue shares of remaining authorized common stock to satisfy option exercises and grants under the LTIP. At December 31, 2008, the Company’s common stock authorized for issuance under the LTIP was 2,183,647 shares. The Company has 195,295 shares available for future LTIP awards at December 31, 2008 after reserving for the maximum potential shares that could be awarded under existing LTIP grants.

The Company recognized compensation costs of $3.9 million, $7.7 million and $11.1 million during 2008, 2007 and 2006, respectively, related to LTIP awards. The total income tax benefit recognized in the statements of operations for share-based compensation payments was $1.6 million, $3.1 million and $4.2 million for 2008, 2007 and 2006, respectively.

Option Rights Plan – Under the LTIP, the Committee may grant non-qualified option rights to key employees and non-employee directors. The exercise prices for non-qualified option rights are equal to the fair market value of the Company’s common stock at the date of grant, except for the initial grant, which was made at the initial public offering price. The non-qualified option rights vest in three equal annual installments commencing on the first anniversary of the grant date and have a term not exceeding ten years from the date of grant. The maximum number of shares for which option rights may be granted under the LTIP to any participant during any calendar year is 285,000.

The Company recognized $1.0 million in compensation costs (included in the $3.9 million discussed above) during 2008 related to the 2008 stock option award, as required by SFAS No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”). No expense was recorded during 2007 because all previously issued stock options were fully vested at January 1, 2007. The Black-Scholes option valuation model was used to estimate the fair value of the options at the date of the grant. The assumptions used to calculate compensation expense relating to the stock option awards granted during 2008 were as follows: Weighted-average expected life of the awards of five years, volatility factor of 53.31%, risk-free rate of 3.19% and no dividend payments. The weighted average grant-date fair value of these options was $7.40. The options issued in January 2008 vest at the end of three years and the options issued in October 2008 vest over three years. Expense is recognized over the service period which is the vesting period. Unrecognized expense remaining for the options at December 31, 2008 is $2.9 million.

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The following table sets forth the non-qualified option rights activity for non-qualified option rights under the LTIP for the periods indicated:

		Number of Shares (In Thousands)		Weighted Average Exercise Price		Wighted Average Remaining Contractual Term		Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2005			956	$	17.44		4.53	$	17,816
Granted			-		-
Exercised			(426)		17.35
Canceled			(3)		16.66
Outstanding at December 31, 2006			527		17.51		3.56		14,804
Granted			-		-
Exercised			(62)		17.67
Canceled			-		-
Outstanding at December 31, 2007			465		17.49		2.63		2,883
Granted			1,258		7.58
Exercised			(3)		11.10
Canceled			(118)		18.44
Outstanding at December 31, 2008			1,602	$	9.65		7.05	$	122
Options exercisable at:
	December 31, 2008		429	$	18.08		1.49	$	-
	December 31, 2007		465	$	17.49		2.63	$	2,883
	December 31, 2006		527	$	17.51		3.56	$	14,804

The total intrinsic value of options exercised during 2008, 2007 and 2006 was $28,000, $1.4 million, and $11.5 million, respectively. Total cash received for non-qualified option rights exercised during 2008, 2007 and 2006 totaled $30,000, $1.1 million and $7.4 million, respectively. The Company deems a tax benefit to be realized under SFAS No. 123(R) when the benefit provides incremental benefit by reducing current taxes payable that it otherwise would have had to pay absent the share-based compensation deduction (the “with-and-without” approach). Under this approach, share-based compensation deductions are, effectively, always considered last to be realized. Due to significant net operating losses for income tax purposes, the Company did not realize any tax benefits from option exercises during 2008, 2007 or 2006.

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The following table summarizes information regarding fixed non-qualified option rights that were outstanding at December 31, 2008:

	Options Outstanding						Options Exercisable
			Weighted-Average		Weighted-				Weighted-
Range of	Number		Remaining		Average		Number		Average
Exercise	Outstanding		Contractual Life		Exercise		Exercisable		Exercise
Prices	(In Thousands)		(In Years)		Price		(In Thousands)		Price
$0.77 - $0.97		853		9.78	$	0.95		-		-
$11.45 - $19.375		460		3.21		16.71		373		17.35
$21.1875 - $24.38		289		7.69		24.09		56		22.91
$0.77 - $24.38		1,602		7.05	$	9.65		429	$	18.08

Performance Shares – Performance shares are granted to Company officers and certain key employees. The awards granted in 2008, 2007 and 2006 established a target number of shares that generally vest at the end of a three year requisite service period following the grant-date. The number of performance shares ultimately earned will range from zero to 200% of the target award, depending on the level of corporate performance over each of the three years, which is considered the performance period. Values of the performance shares earned will be recognized as compensation expense over the period the shares are earned. The maximum amount for which performance shares may be granted under the LTIP during any year to any participant is 160,000 common shares. The Company recognized compensation costs of $2.8 million, $6.7 million and $10.1 million in 2008, 2007 and 2006, respectively, for performance shares (included in the $3.9 million, $7.7 million and $11.1 million discussed above).

For the awards granted in 2008 and 2007, the expense related to performance shares is based on a market based condition as defined in SFAS No. 123(R) for 50% of the target award and on defined performance indicators for the other 50% of the target award. The grant-date fair value for the performance indicator portion of the award was based on the closing market price of the Company’s common shares at the date of grant. The market condition based portion of the award was estimated on the date of grant using a lattice-based option valuation model and the assumptions noted in the following table:

	2008			2007
Weighted-average expected life (in years)		3			3
Expected price volatility		35.30	%		28.10	%
Risk-free interest rate		2.32	%		4.88	%

To arrive at the assumptions used to estimate the fair value of the Company’s market condition based performance shares, as noted in the table above, the Company relies on observations of historical trends, actual results and anticipated future changes. To determine expected volatility, the Company examines historical volatility trends of the Company and its peers (defined as the Russell 2000 Index), as determined by an independent third party. In determining the expected term, the Company observes the actual terms of prior grants and the actual vesting schedule of the grant. The risk-free interest rate is the actual U.S. Treasury zero-coupon rate for bonds matching the expected term of the award on the date of grant. The expected dividend yield was estimated based on the Company’s current dividend yield, and adjusted for anticipated future changes.

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Performance shares earned are delivered based upon vesting of the grant, provided the grantee is then employed by the Company. For instances of retirement, involuntary termination without cause, disability or death, performance share awards vest on a pro-rata basis at 100% of target, but will not be issued until the end of the performance period or earlier, if needed to comply with the Internal Revenue Code Section 409A. Any performance share installments not earned at the end of the requisite service period are forfeited. In January 2008, the 2005 grant of performance shares earned from January 1, 2005 through December 31, 2007, net of forfeitures, totaling 138,000 shares vested, were settled through the issuance of approximately 110,000 shares of common stock totaling approximately $4.0 million, and approximately 28,000 shares were used for net settlement to offset taxes totaling approximately $1.0 million. In January 2007, the 2004 grant of performance shares earned from January 1, 2004 through December 31, 2006, net of forfeitures, totaling approximately 230,000 shares vested, were settled through the issuance of approximately 202,000 shares of common stock totaling approximately $5.8 million, and approximately 28,000 shares were used for net settlement to offset taxes totaling approximately $0.9 million. In June 2006, the 2003 grant of performance shares earned from January 1, 2003 through December 31, 2005, net of forfeitures, totaling approximately 273,000 shares vested, were settled through the issuance of approximately 238,000 shares of common stock totaling approximately $3.9 million, and approximately 35,000 shares were used for net settlement to offset taxes totaling approximately $0.5 million. Historically, substantially all of these shares were directed to the deferred compensation plan by the Company at the request and for the benefit of the employees. In 2008, substantially all of these shares were issued to the employees.

The following table presents the status of the Company’s nonvested performance shares for the periods indicated:

	Nonvested Shares	Shares (In Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2006			814		$	26.16
Granted			214			45.80
Vested			(273	)		16.31
Forfeited			(53	)		23.45
Nonvested at December 31, 2006			702			35.67
Granted			152			55.94
Vested			(230	)		28.89
Forfeited			(102	)		35.34
Nonvested at December 31, 2007			522			44.69
Granted			162			25.21
Vested			(138	)		37.47
Forfeited			(205	)		38.00
Nonvested at December 31, 2008			341		$	41.93

At December 31, 2008, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $2.5 million, depending upon the Company’s performance against targets specified in the performance share agreement. This estimated compensation cost is expected to be recognized over the weighted-average period of 1.5 years. Values of the performance shares earned will be recognized as compensation expense over the requisite service period. The total intrinsic value of vested and issued performance shares during 2008, 2007 and 2006 was $1.5 million, $9.5 million and $10.5 million, respectively. As of December 31, 2008, the intrinsic value of the nonvested performance shares was $0.4 million.

Restricted Stock Units – Under the LTIP, the Committee may grant restricted stock units to key employees and non-employee directors.

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In 2008, non-employee directors were granted 7,000 shares and the right to receive cash payments representing 15,295 shares at the settlement date price, which vested on December 31, 2008. In 2007 and 2006, non-employee directors were granted 21,610 and 27,511 restricted stock units, respectively, which vested on December 31, 2007 and 2006, respectively. The Company recognized compensation costs of $0.1 million, $1.0 million and $1.0 million in 2008, 2007 and 2006, respectively, for restricted stock units. The Committee generally grants restricted stock units to non-employee directors. These grants generally vest at the end of the fiscal year in which the grants were made. For the awards granted in 2008, 2007 and 2006, the grant-date fair value of the award was based on the closing market price of the Company’s common shares at the date of grant.

In May 2008, an employee director was granted 13,550 shares, which will vest on May 23, 2012. In October 2008, an employee director was granted 50,000 shares, which will vest on October 23, 2011. In 2008, the Company recognized compensation costs of $36,000 for the restricted stock units. At December 31, 2008, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.2 million, which will be recognized over the vesting period of the restricted stock.

The following table presents the status of the Company’s nonvested restricted stock units for the periods indicated:

	Nonvested Shares	Shares (In Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2006			-		$	-
Granted			28			38.06
Vested			(28	)		38.06
Forfeited			-			-
Nonvested at December 31, 2006			-			-
Granted			22			46.90
Vested			(22	)		46.90
Forfeited			-			-
Nonvested at December 31, 2007			-			-
Granted			71			4.52
Vested			(7	)		11.58
Forfeited			-			-
Nonvested at December 31, 2008			64		$	3.74

15. SHARE REPURCHASE PROGRAM

In February 2006, the Company announced that its Board of Directors had authorized a $300 million share repurchase program to replace the existing $100 million program, of which $44.7 million had been used to repurchase shares. Due to weak economic and industry conditions, the Company suspended the share repurchase program in late 2007 and continued this suspension through year end 2008 when the share repurchase program expired with $117.1 million of remaining authorization. In 2007, the Company repurchased 2,304,406 shares of common stock at an average price of $31.05 per share totaling $71.5 million. In 2006, the Company repurchased 2,558,900 shares of common stock at an average price of $43.50 per share totaling $111.3 million. Since inception of the share repurchase programs, the Company has repurchased 6,414,906 shares of common stock at an average price of $35.48 per share totaling approximately $227.6 million, all of which were made in open market transactions.

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16. INCOME TAXES

Income tax expense consists of the following:

			Year Ended December 31,
			2008		2007		2006
			(In Thousands)
	Current:
		Federal	$	201	$	2,979	$	3,786
		State and local		989		124		179
		Foreign		834		513		2,071
				2,024		3,616		6,036
	Deferred:
		Federal		(98,858)		3,287		27,217
		State and local		(19,545)		4,690		3,476
				(118,403)		7,977		30,693
			$	(116,379)	$	11,593	$	36,729
Deferred tax assets and liabilities consist of the following:
					December 31,
					2008		2007
					(In Thousands)
	Deferred tax assets:
		Vehicle insurance reserves			$	39,689	$	39,263
		Allowance for doubtful accounts and notes receivable				1,886		2,087
		Other accrued liabilities				30,752		41,548
		Federal and state NOL carryforwards				104,986		143,568
		Interest rate swap				49,277		19,715
		AMT credit carryforward				16,966		16,718
		Intangible asset amortization				63,123		-
		Canadian NOL carryforwards				10,672		19,880
		Canadian depreciation				2,039		526
		Other Canadian temporary differences				8,716		6
						328,106		283,311
		Valuation allowance				(22,162)		(23,186)
		Total			$	305,944	$	260,125
	Deferred tax liabilities:
		Depreciation			$	439,066	$	501,115
		Intangible asset amortization				-		23,012
		Other Canadian temporary differences				-		-
		Other				521		3,410
		Total			$	439,587	$	527,537

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For the year ended December 31, 2008, the change in the net deferred tax liabilities constituted ($118.4 million) of deferred tax expense and ($15.4 million) of other comprehensive income that relates to the interest rate swap and foreign currency translation.

The Company has net operating loss carryforwards available in certain states to offset future state taxable income. At December 31, 2008, the Company has federal net operating loss carryforwards of approximately $280.0 million available to offset future taxable income in the U.S., which expire beginning in 2023 through 2024. A valuation allowance of approximately $0.7 million and $2.8 million existed at December 31, 2008 and 2007, respectively, for state net operating losses. At December 31, 2008, DTG Canada has net operating loss carryforwards of approximately $40.0 million available to offset future taxable income in Canada, which expire beginning in 2010 through 2028. Valuation allowances have been established for the total estimated future tax effect of the Canadian net operating losses and other deferred tax assets.

The Company’s effective tax rate differs from the maximum U.S. statutory income tax rate. The following summary reconciles taxes at the maximum U.S. statutory rate with recorded taxes:

			Year Ended December 31,
			2008					2007				2006
			Amount			Percent		Amount		Percent		Amount		Percent
			(Amounts in Thousands)
Tax expense computed at the maximum U.S. statutory rate			$	(159,880	)	35.0	%	$	4,483	35.0	%	$	30,947	35.0	%
Difference resulting from:
	State and local taxes, net of federal income tax benefit			(12,117	)	2.7	%		3,130	24.4	%		2,528	2.9	%
	Foreign losses			7,701		(1.7	%)		3,617	28.2	%		1,614	1.8	%
	Foreign taxes			588		(0.1	%)		275	2.2	%		1,345	1.5	%
	Nondeductible impairment			43,749		(9.6	%)		-	0.0	%		-	0.0	%
	Other			3,580		(0.8	%)		88	0.7	%		295	0.3	%
		Total	$	(116,379	)	25.5	%	$	11,593	90.5	%	$	36,729	41.5	%

Effective January 1, 2007, the Company adopted the provisions of FIN No. 48. Upon adoption of FIN No. 48 and as of December 31, 2008, the Company had no material liability for unrecognized tax benefits and no material adjustments to the Company’s opening financial position were required. There are no material tax positions for which it is reasonably possible that unrecognized tax benefits will significantly change in the twelve months subsequent to December 31, 2008.

The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. In the Company’s significant tax jurisdictions, the tax years 2005 through 2007 are subject to examination by federal taxing authorities and the tax years 2003 through 2007 are subject to examination by state and foreign taxing authorities.

The Company accrues interest and penalties on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of operations. No amounts were recognized for interest and penalties upon adoption of FIN No. 48 or during the year ended December 31, 2008.

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17. CONCENTRATION OF CREDIT RISK AND FAIR VALUE INFORMATION

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and investments, interest rate swaps, Chrysler and other vehicle manufacturer receivables and trade receivables. The Company limits its exposure on cash and cash equivalents and restricted cash and investments by investing in Aaa or P-1 rated funds and short-term time deposits with a diverse group of high quality financial institutions. The Company’s exposure relating to interest rate swaps is mitigated by diversifying the financial instruments among various counterparties, which consist of major financial institutions. Receivables from Chrysler, the Company's primary vehicle supplier, and other vehicle manufacturers consist primarily of amounts due under guaranteed residual, buyback, incentive and promotion programs. The Company’s financial condition and results of operations would be materially adversely affected if Chrysler or another vehicle manufacturer were unable to meet their obligations to the Company. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company’s customer base and their dispersion across different geographic areas. Additionally, the Company limits its exposure to credit risk through performing credit reviews and monitoring the financial strength of its significant accounts.

The following estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies.

Cash and Cash Equivalents, Restricted Cash and Investments, Receivables, Accounts Payable, Accrued Liabilities and Vehicle Insurance Reserves – The carrying amounts of these items are a reasonable estimate of their fair value. The Company maintains its cash and cash equivalents in accounts that may not be federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

Debt and Other Obligations – At December 31, 2008, the fair value of the asset backed medium term notes with fixed interest rates of $83.6 million was less than the carrying value of $110.0 million by approximately $26.4 million. Additionally, the fair value of debt with variable interest rates of $1.6 billion was less than the carrying value of $2.4 billion by approximately $788.5 million. The fair values of the asset backed medium term notes were developed using a valuation model that utilizes current market and industry conditions, assumptions related to the Monolines providing financial guaranty policies on those notes and the limited market liquidity for such notes. Additionally, the fair value of the Term Loan was similarly developed using a valuation model and current market conditions.

Letters of Credit and Surety Bonds – The letters of credit and surety bonds of $321.3 million and $47.2 million, respectively, have no fair value as they support the Company's corporate operations and are not anticipated to be drawn upon.

Foreign Currency Translation Risk – A portion of the Company’s debt is denominated in Canadian dollars, thus, its carrying value is impacted by exchange rate fluctuations. However, this foreign currency risk is mitigated by the underlying collateral, which is represented by the Canadian fleet.

18. COMMITMENTS AND CONTINGENCIES

Concessions and Operating Leases

The Company has certain concession agreements principally with airports throughout the U.S. and Canada. Typically, these agreements provide airport terminal counter space in return for a minimum rent. In many cases, the Company’s subsidiaries are also obligated to pay insurance and maintenance costs and additional rents generally based on revenues earned at the location. Certain of the airport locations are operated by franchisees who are obligated to make the required rent and concession fee payments under the terms of their franchise arrangements with the Company’s subsidiaries.

The Company’s subsidiaries operate from various leased premises under operating leases with terms up to 25 years. Some of the leases contain renewal options.

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Expenses incurred under operating leases and concessions were as follows:

			Year Ended December 31,
			2008				2007				2006
			(In Thousands)
Rent				$	51,535			$	49,270			$	42,493
Concession expenses:
	Minimum fees				94,678				87,416				70,656
	Contingent fees				40,866				49,493				51,021
					187,079				186,179				164,170
Less sublease rental income					(1,078	)			(1,011	)			(867	)
		Total		$	186,001			$	185,168			$	163,303

Future minimum rentals and fees under noncancelable operating leases and the Company’s obligations for minimum airport concession fees at December 31, 2008 are presented in the following table:

	Company-Owned Stores Concession Fees		Operating   Leases			Total
	(In Thousands)
2009	$	75,153	$	57,010		$	132,163
2010		60,650		43,841			104,491
2011		50,522		35,877			86,399
2012		45,637		29,362			74,999
2013		39,134		23,998			63,132
Thereafter		85,437		56,091			141,528
		356,533		246,179			602,712
Less sublease rental income		-		(1,253	)		(1,253	)
	$	356,533	$	244,926		$	601,459

Vehicle Insurance Reserves

The Company is self insured for a portion of vehicle insurance claims. In March 2006 and continuing in 2007, the Company retained risk of loss up to $4.0 million per occurrence for public liability and property damage claims, including third-party bodily injury and property damage, plus a self-insured corridor of $1.0 million per occurrence for losses in excess of $4.0 million with an aggregate limit of $7.0 million for losses within this corridor. In February 2008, the Company increased its retained risk of loss up to $5.0 million per occurrence for public liability and property damage claims, including third-party bodily injury and property damage. The Company maintains insurance for losses above these levels.

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In February 2009, the Company increased its retained risk of loss up to $7.5 million per occurrence for public liability and property damage claims, including third party bodily injury and property damage.

The Company continues to retain the risk of loss on supplemental liability insurance (“SLI”) policies sold to vehicle rental customers.

The accrual for Vehicle Insurance Reserves includes amounts for incurred and incurred but not reported losses. Such liabilities are necessarily based on actuarially determined estimates and management believes that the amounts accrued are adequate. At December 31, 2008 and 2007, the public liability and property damage amounts have been discounted at 1.0% and 3.0% (assumed risk free rate), respectively, based upon the actuarially determined estimated timing of payments to be made in future years. Discounting resulted in reducing the accrual for public liability and property damage by $1.2 million and $3.4 million at December 31, 2008 and 2007, respectively. SLI amounts are not discounted. Estimated future payments of Vehicle Insurance Reserves as of December 31, 2008 are as follows (in thousands):

2009	$	28,128
2010		17,019
2011		11,555
2012		7,304
2013		4,086
Thereafter		3,974
Aggregate undiscounted public liability and property damage		72,066
Effect of discounting		(1,152	)
Public liability and property damage, net of discount		70,914
Supplemental liability insurance		39,396
Total vehicle insurance reserves	$	110,310

Contingencies

The Company is a defendant in several class action lawsuits in California and one in Nevada. The lawsuits allege that the Company violated wage and hour laws, including not providing meal and rest breaks, failure to reimburse uniform maintenance and failure to pay overtime wages and retaliation, that the pass through of the California trade and tourism commission and airport concession fees violate antitrust laws and various other rights and laws by compelling out-of-state visitors to subsidize the passenger car rental tourism assessment program, violation of the California Business and Professions Code and incorrect calculation of a recovery fee. The Company intends to vigorously defend these matters. Given the inherent uncertainties of litigation, the Company cannot predict the ultimate outcome or reasonably estimate the amount of ultimate loss that may arise from these lawsuits.

Various other claims and legal proceedings have been asserted or instituted against the Company, including some purporting to be class actions, and some which demand large monetary damages or other relief which could result in significant expenditures. Litigation is subject to many uncertainties and the outcome of individual matters is not predictable with assurance. The Company is also subject to potential liability related to environmental matters. The Company establishes reserves for litigation and environmental matters when the loss is probable and reasonably estimable. It is reasonably possible that the final resolution of some of these matters may require the Company to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated. The term “reasonably possible” is used herein to mean that the chance of a future transaction or event occurring is more than remote but less than likely. Although the final resolution of any such matters could have a material effect on the Company’s consolidated operating results for the particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position.

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Other

The Company is party to a data processing services agreement which requires annual payments totaling approximately $30.0 million for 2009, and $23.0 million for 2010 and 2011. The Company also has a telecommunications contract which will require annual payments totaling $2.2 million for 2009 and $1.5 million for 2010. Additionally, the Company has software and hardware maintenance agreements which require annual payments totaling approximately $1.5 million for 2009.

In addition to the letters of credit described in Note 10, the Company had letters of credit totaling $8.5 million and $12.9 million at December 31, 2008 and 2007, respectively, which are primarily used to support its insurance programs and airport concession obligations in Canada. The Company may also provide guarantees on behalf of franchisees to support compliance with airport concession bids. Non-performance of the obligation by the franchisee would trigger the obligation of the Company. At December 31, 2008, there were no such guarantees on behalf of franchisees.

At December 31, 2008, the Company had outstanding vehicle purchase commitments of approximately $68.1 million.

19. BUSINESS SEGMENTS

The Company’s corporate operating structure, is based on a functional structure and combines the management of operations and administrative functions for both the Dollar and Thrifty brands. Consistent with this structure, management makes business and operating decisions on an overall company basis.

Included in the consolidated financial statements are the following amounts relating to geographic locations:

		Year Ended December 31,
		2008		2007		2006
		(In Thousands)
Revenues:
	United States	$	1,594,283	$	1,646,420	$	1,552,902
	Foreign countries		103,710		114,371		107,775
		$	1,697,993	$	1,760,791	$	1,660,677
Long-lived assets:
	United States	$	103,260	$	115,654	$	111,134
	Foreign countries		1,182		6,649		5,653
		$	104,442	$	122,303	$	116,787

Revenues are attributed to geographic regions based on the location of the transaction. Long-lived assets represent property and equipment.

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20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

A summary of the quarterly operating results during 2008 and 2007 follows:

Year Ended December 31, 2008	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			2008 Total
	(In Thousands Except Per Share Amounts)
Revenues	$	396,506		$	445,730	$	500,648	$	355,109		$	1,697,993
Operating income (loss)	$	4,809		$	19,918	$	62,465	$	(30,633	)	$	56,559
Net income (loss)	$	(297,942	)	$	10,765	$	18,933	$	(72,178	)	$	(340,422	)
Earnings (loss) per share: (a)
Basic	$	(14.07	)	$	0.50	$	0.88	$	(3.36	)	$	(15.93	)
Diluted	$	(14.07	)	$	0.49	$	0.87	$	(3.36	)	$	(15.93	)
Year Ended December 31, 2007	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			2007 Total
	(In Thousands Except Per Share Amounts)
Revenues	$	397,963		$	451,604	$	522,020	$	389,204		$	1,760,791
Operating income	$	37,942		$	44,712	$	76,935	$	5,656		$	165,245
Net income (loss)	$	5,162		$	15,321	$	11,313	$	(30,581	)	$	1,215
Earnings (loss) per share: (a)
Basic	$	0.22		$	0.66	$	0.50	$	(1.45	)	$	0.05
Diluted	$	0.21		$	0.63	$	0.48	$	(1.45	)	$	0.05

(a) The earnings (loss) per share is calculated from the weighted average common and common stock equivalents outstanding during each quarter, which may fluctuate based on quarterly income levels, market prices and share repurchases. Therefore, the sum of earnings per share information for each quarter may not equal the total year amounts.

Operating income in the table above represents pre-tax income before interest, goodwill and long-lived asset impairment and (increase) decrease in fair value of derivatives. Certain reclassifications were made to 2007 financial information to conform to the classifications used in 2008.

During the first quarter of 2008, based on a continued decline in the Company’s stock price, the Company recorded goodwill impairment of $281.2 million (pre-tax) and reacquired franchise rights impairment of $69.0 million (pre-tax) based on performing updated impairment analysis under SFAS No. 142.

During the fourth quarter of 2008, due to continued deterioration in the operating environment, the Company performed impairment testing related to long-lived assets under SFAS No. 144 and wrote off $16.6 million (pre-tax) related to certain IT initiatives and substantially all of the long-lived assets in its Canadian operations.

During the third and fourth quarters of 2007, the Company wrote off $3.7 million of software either no longer in use or made obsolete by the new Pros Fleet Management Software, which was implemented during the latter part of 2007.

21. SUBSEQUENT EVENTS

On February 4, 2009, the Company amended the Senior Secured Credit Facilities, to permanently reduce the maximum outstanding enhancement letters of credit with respect to the Company’s Commercial Paper Program and asset-backed medium term note programs by $50.0 million. The amendment to the Senior Secured Credit Facilities made a corresponding reduction in the Company’s Revolving Credit Facility that permanently reduced the total revolving loan and letter of credit commitment from $340.0 million to $290.0 million. In conjunction with amending the Senior Secured Credit Facilities, the Company amended its asset backed medium term notes to allow it to operate a fleet of up to 100% risk vehicles.

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On February 9, 2009, the Company executed a secondary vehicle supply agreement with Ford that, beginning with the 2009 Program Year, will allow the Company to source a portion of its annual vehicle purchases, with certain minimum and maximum volumes, through Ford until August 2012. The VSA may be renewed for a three-year term, upon written agreement of the parties entered prior to August 31, 2012.

In February 2009 the Company paid off all outstanding amounts under the Conduit Facility and the Liquidity Facility totaling $215.0 million and $274.9 million, respectively.

In February 2009, prior to the expiration of the amendment period, the Company amended the Senior Secured Credit Facilities through June 15, 2013, their final maturity date. Under the Senior Secured Credit Facilities, the Company will no longer be required to maintain a minimum leverage ratio, but must maintain a minimum adjusted tangible net worth of $150 million and a minimum of $100 million of unrestricted cash and cash equivalents. In connection with the amendment, the Company prepaid $20 million of its Term Loan and permanently reduced the total Revolving Credit Facility commitments to $231.3 million. In addition, the amendment provides that Revolving Credit Facility commitments will be restricted to issuances of letters of credit in future periods. The amendments provide for a 50 basis point increase in the interest rate borne by outstanding debt under all three financing agreements, including letters of credit. The Company also paid one-time amendment fees of 50 basis points, based on outstanding commitments and/or loans. The Company used approximately $24 million of unrestricted cash for the Term Loan payment, fees and expenses associated with the amendments. Concurrently with the amendment of the Senior Secured Credit Facilites, the Company made comparable amendments to two fleet financing agreements from a vehicle manufacturer and various banks.

******

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SCHEDULE II

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006

	Balance at		Additions						Balance at
	Beginning		Charged to						End of
	of Year		Income			Deductions			Year
	(In Thousands)
2008
Allowance for doubtful accounts	$	5,991	$	7,878		$	(670	)	$	13,199
Vehicle insurance reserves	$	110,034	$	55,535		$	(55,259	)	$	110,310
Valuation allowance for deferred tax assets	$	23,186	$	(1,024	)	$	-		$	22,162
2007
Allowance for doubtful accounts	$	9,961	$	1,022		$	(4,992	)	$	5,991
Vehicle insurance reserves	$	103,921	$	51,794		$	(45,681	)	$	110,034
Valuation allowance for deferred tax assets	$	18,572	$	4,614		$	-		$	23,186
2006
Allowance for doubtful accounts	$	20,606	$	415		$	(11,060	)	$	9,961
Vehicle insurance reserves	$	100,613	$	53,855		$	(50,547	)	$	103,921
Valuation allowance for deferred tax assets	$	17,452	$	1,120		$	-		$	18,572

The “deductions” column of allowance for doubtful accounts represents write-offs of fully reserved franchisee accounts receivable.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms. The disclosure controls and procedures are also designed with the objective of ensuring such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing the disclosure controls and procedures, the Company’s management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of the end of the period covered by this report.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, the Company used the criteria for effective internal control over financial reporting set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management’s assessment, management asserts that as of December 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange Act during the last fiscal quarter that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Attestation Report of the Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Dollar Thrifty Automotive Group, Inc.:

We have audited the internal control over financial reporting of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2008 of the Company and our report dated March 3, 2009 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Tulsa, Oklahoma

March 3, 2009

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ITEM 9B.OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Reference is made to the information appearing under the captions “Biographical Information Regarding Director Nominees and Named Executive Officers”, “Independence, Meetings, Committees and Compensation of the Board of Directors - Audit Committee”, “Section 16(a) Beneficial Ownership Reporting Compliance” and “Code of Ethics” in the Company’s definitive Proxy Statement which will be filed pursuant to Regulation 14A promulgated by the SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2008, and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Reference is made to the information appearing under the captions “Independence, Meetings, Committees and Compensation of the Board of Directors - Compensation,” and “Executive Compensation” in the Company’s definitive Proxy Statement which will be filed pursuant to Regulation 14A promulgated by the SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2008, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as set forth below regarding securities authorized for issuance under equity compensation plans, the information required by this Item 12 will be set forth under the heading “Voting Securities and Principal Shareholders” in the Company’s definitive Proxy Statement which will be filed pursuant to Regulation 14A promulgated by SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2008, and is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth certain information for the fiscal year ended December 31, 2008 with respect to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan (“LTIP”) under which Common Stock of the Company is authorized for issuance:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights    (a)	Weighted-Average Exercise Price of Outstanding Options,    Warrants and Rights    (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding    Securities in Column (a)) (c)
Equity compensation plans
approved by security holders	1,601,796		$9.65		195,295
Equity compensation plans not
approved by security holders	None		None		None
Total	1,601,796		$9.65		195,295 (1)

(1) At December 31, 2008, total common stock authorized for issuance was 2,183,647 shares, which included 1,601,796 unexercised option rights and 386,556 Performance Shares, assuming a maximum 200% target payout for all nonvested Performance Shares. The Performance Shares ultimately issued will likely be less (refer to Note 14 of Notes to Consolidated Financial Statements). The remaining common stock available for future issuance at December 31, 2008 is 195,295 shares.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Reference is made to the information appearing under the caption “Independence, Meetings, Committees and Compensation of the Board of Directors - Independence” in the Company’s definitive Proxy Statement which will be filed pursuant to Regulation 14A promulgated by the SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2008, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Reference is made to the information appearing under “Proposal No. 2 – Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement which will be filed pursuant to Regulation 14A promulgated by the SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2008, and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this report

(1) All Financial Statements. The response to this portion of Item 15 is submitted as a separate section herein under Part II, Item 8 - Financial Statements and Supplementary Data.

(2) Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, 2008, 2007 and 2006 is set forth under Part II, Item 8 - Financial Statements and Supplementary Data. All other schedules are omitted because they are not applicable or the information is shown in the financial statements or notes thereto.

(3) Index of Exhibits

Exhibit No.	Description
3.1	Certificate of Incorporation of DTG, filed as the same numbered exhibit with DTG’s Registration Statement on Form S-1, as amended, Registration No. 333-39661*
3.2	Fourth Amended and Restated By-Laws of Dollar Thrifty Automotive Group, Inc., adopted effective as of December 9, 2008, filed as the same numbered exhibit with DTG’s Form 8-K, filed December 15, 2008, Commission File No. 1-13647*
4.1	Form of Certificate of Common Stock, filed as the same numbered exhibit with DTG’s Registration Statement on Form S-1, as amended, Registration No. 333-39661*
4.14	Note Purchase Agreement dated as of March 4, 1998 among Rental Car Finance Corp., Dollar Thrifty Funding Corp. and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 16, 1998, Commission File No. 1-13647*
4.15	Liquidity Agreement dated as of March 4, 1998 among Dollar Thrifty Funding Corp., Certain Financial Institutions and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 16, 1998, Commission File No. 1-13647*
4.16	Depositary Agreement dated as of March 4, 1998 between Dollar Thrifty Funding Corp. and Bankers Trust Company, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 16, 1998, Commission File No. 1-13647*
4.17	Collateral Agreement dated as of March 4, 1998 among Dollar Thrifty Funding Corp., Credit Suisse First Boston Corporation and Bankers Trust Company, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 16, 1998, Commission File No. 1-13647*
4.18	Dealer Agreement dated as of March 4, 1998 among Dollar Thrifty Funding Corp., DTG, Credit Suisse First Boston Corporation and Chase Securities Inc., filed as the same numbered exhibit with DTG’s Form 8-K, filed March 16, 1998, Commission File No. 1-13647*

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4.19	Rights Agreement (including a Form of Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Preferred Stock as Exhibit C thereto) dated as of July 23, 1998 between DTG and Harris Trust and Savings Bank, as Rights Agent, filed as the same numbered exhibit with DTG’s Form 8-K, filed July 24, 1998, Commission File No. 1-13647*
4.27	Amendment No. 3 to Liquidity Agreement dated as of February 18, 2000 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2000, filed May 10, 2000, Commission File No. 1-13647*
4.35	Note Purchase Agreement dated as of December 15, 2000 among Rental Car Finance Corp., DTG, the Conduit Purchasers from time to time party thereto, the Committed Purchasers from time to time party thereto, the Managing Agents from time to time party thereto and Bank One, NA, as Administrative Agent, filed as the same numbered exhibit with DTG’s Form 10-K for the fiscal year ended December 31, 2000, filed March 13, 2001, Commission File No. 1-13647*
4.36	Enhancement Letter of Credit Application and Agreement dated as of December 15, 2000 among Dollar, Thrifty, DTG, Rental Car Finance Corp. and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-K for the fiscal year ended December 31, 2000, filed March 13, 2001, Commission File No. 1-13647*
4.39	Amendment No. 4 to Liquidity Agreement dated as of February 28, 2001 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2001, filed May 11, 2001, Commission File No. 1-13647*
4.46	Master Exchange and Trust Agreement dated as of July 23, 2001 among Rental Car Finance Corp., Dollar, Thrifty, Chicago Deferred Exchange Corporation, VEXCO, LLC and The Chicago Trust Company, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2001, filed November 13, 2001, Commission File No. 1-13647*
4.57	Amendment No. 2 to Note Purchase Agreement dated as of January 31, 2002 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Bank One, NA, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2002, filed May 10, 2002, Commission File No. 1-13647*
4.62	Amendment No. 5 to Liquidity Agreement dated as of February 26, 2002 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2002, filed May 10, 2002, Commission File No. 1-13647*

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4.64	Amendment No. 3 to Note Purchase Agreement dated as of April 16, 2002 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Bank One, NA, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2002, filed August 13, 2002, Commission File No. 1-13647*
4.66	Amended and Restated Collateral Assignment of Exchange Agreement dated as of April 16, 2002 by and among Rental Car Finance Corp., Dollar, Thrifty, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2002, filed August 13, 2002, Commission File No. 1-13647*
4.70	Amended and Restated Collateral Assignment of Exchange Agreement dated as of June 4, 2002 by and among Rental Car Finance Corp., Dollar, Thrifty, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2002, filed August 13, 2002, Commission File No. 1-13647*
4.78	Notice of Additional Ownership Group Becoming Party to Note Purchase Agreement from Rental Car Finance Corp. dated as of August 15, 2002, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2002, filed November 12, 2002, Commission File No. 1-13647*
4.79	Addendum to Note Purchase Agreement dated as of August 15, 2002 among ABN AMRO Bank N.V., Amsterdam Funding Corporation, Rental Car Finance Corp. and Bank One, NA, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2002, filed November 12, 2002, Commission File No. 1-13647*
4.85	Amendment No. 4 to Note Purchase Agreement dated as of December 12, 2002 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and The Bank of Nova Scotia, filed as the same numbered exhibit with DTG’s Form 10-K for the fiscal year ended December 31, 2002, filed March 18, 2003, Commission File No. 1-13647*
4.94	Amendment No. 6 to Liquidity Agreement dated as of February 24, 2003 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2003, filed May 14, 2003, Commission File No. 1-13647*
4.97	Amendment No. 5 to Note Purchase Agreement dated as of March 18, 2003 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and The Bank of Nova Scotia, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2003, filed May 14, 2003, Commission File No. 1-13647*

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4.107 Amendment No. 6 to Note Purchase Agreement dated as of December 10, 2003 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and The Bank of Nova Scotia, filed as the same numbered exhibit with DTG’s Form 10-K for the fiscal year ended December 31, 2003, filed March 12, 2004, Commission File No. 1-13647*  

4.110	Amendment No. 7 to Liquidity Agreement dated as of February 20, 2004 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2004, filed May 7, 2004, Commission File No. 1-13647*
4.111	Amendment No. 7 to Note Purchase Agreement dated as of March 24, 2004 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Wasserstein Securities LLC, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2004, filed August 6, 2004, Commission File No. 1-13647*
4.115	Amendment No. 8 to Liquidity Agreement dated as of March 24, 2004 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2004, filed August 6, 2004, Commission File No. 1-13647*
4.117	Amendment and Assignment Agreement dated as of April 1, 2004 among DTG, DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., Thrifty, Various Financial Institutions named therein, Credit Suisse First Boston, The Bank of Nova Scotia and Dresdner Bank AG, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2004, filed August 6, 2004, Commission File No. 1-13647*
4.131	Amendment No. 8 to Note Purchase Agreement dated as of March 22, 2005 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Wasserstein Securities LLC, filed as the same numbered exhibit with DTG's Form 8-K, filed March 28, 2005, Commission File No. 1-13647*
4.135	Amendment No. 9 to Liquidity Agreement dated as of March 22, 2005 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse First Boston, filed as the same numbered exhibit with DTG's Form 8-K, filed March 28, 2005, Commission No. 1-13647*
4.140	Note Purchase Agreement dated as of April 14, 2005 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC, Dresdner Kleinwort Wasserstein Securities LLC, and Scotia Capital (USA) Inc., filed as the same numbered exhibit with DTG's Form 8-K, filed April 18, 2005, Commission No. 1-13647*
4.141	Series 2005-1 Supplement dated as of April 21, 2005 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 26, 2005, Commission No. 1-13647*

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4.143 Financial Guaranty Insurance Policy No. CA01914A issued by XL Capital Assurance Inc. to Deutsche Bank Trust Company Americas for the benefit of the Series 2005-1 Noteholders, filed as the same numbered exhibit with DTG's Form 8-K, filed April 26, 2005, Commission No. 1-13647*  

4.144	Amendment No. 9 to Note Purchase Agreement dated as of February 1, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Wasserstein Securities LLC, filed as the same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission No. 1-13647*
4.147	Note Purchase Agreement dated as of March 23, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Dresdner Kleinwort Wasserstein Securities LLC, and Scotia Capital (USA) Inc., filed as the same numbered exhibit with DTG's Form 8-K, filed March 29, 2006, Commission No. 1-13647*
4.148	Amendment No. 10 to Note Purchase Agreement dated as of March 17, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Wasserstein Securities LLC, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647*
4.151	Amendment No. 10 to Liquidity Agreement dated as of March 17, 2006 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647*
4.153	Series 2006-1 Supplement dated as of March 28, 2006 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647*
4.156	Collateral Assignment of Exchange Agreement dated as of March 28, 2006 among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647*
4.158	Note Guaranty Insurance Policy No. AB0981BE issued by Ambac Assurance Corporation to Deutsche Bank Trust Company Americas for the benefit of the Series 2006-1 Noteholders, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647*
4.159	Amendment No. 11 to Note Purchase Agreement dated as of March 20, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Securities LLC, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 30, 2007, Commission No. 1-13647*

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4.161	Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 30, 2007, Commission No. 1-13647*
4.163	Amended and Restated Base Indenture dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*

4.164	Second Amended and Restated Series 1998-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*
4.165	Amended and Restated Series 2000-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*
4.168	Amendment No. 1 to Series 2005-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*
4.169	Amendment No. 1 to Series 2006-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*
4.170	Second Amended and Restated Master Collateral Agency Agreement dated as of February 14, 2007 among Dollar Thrifty Automotive Group, Inc., Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*
4.171	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*
4.172	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*

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4.173 Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 8, 2007, Commission File No. 1-13647*  

4.175	Note Purchase Agreement dated as of May 15, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Dresdner Kleinwort Securities LLC, and Scotia Capital (USA) Inc., filed as the same numbered exhibit with DTG’s Form 8-K, filed May 18, 2007, Commission File No. 1-13647*
4.176	Series 2007-1 Supplement dated as of May 23, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 29, 2007, Commission File No. 1-13647*
4.178	Financial Guaranty Insurance Policy No. 07030024 issued by Financial Guaranty Insurance Company to Deutsche Bank Trust Company Americas for the benefit of the Series 2007-1 Noteholders, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 29, 2007, Commission File No. 1-13647*
4.179	CP Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among Dollar Thrifty Funding Corp., DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 1998-1), filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*
4.180	Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2000-1), filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*
4.181	Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2004-1), filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*
4.182	Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2005-1), filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*
4.183	Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2006-1), filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*

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4.184 Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2007-1), filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*  

4.185	Amendment No. 12 to Note Purchase Agreement dated as of June 19, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and JPMorgan Chase Bank, National Association, filed as the same numbered exhibit with DTG’s Form 8-K, filed June 27, 2007, Commission File No. 1-13647*
4.186	Amendment No. 1 to Amended and Restated Series 2000-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, ABN AMRO Bank N.V., JPMorgan Chase Bank, National Association, BNP Paribas, New York Branch, Mizuho Corporate Bank, Ltd. and Working Capital Management Co., LP, filed as the same numbered exhibit with DTG’s Form 8-K, filed June 27, 2007, Commission File No. 1-13647*
4.187	Extension Agreement dated as of June 19, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 8-K, filed June 27, 2007, Commission File No. 1-13647*
4.188	Amendment No. 12 to Liquidity Agreement dated as of June 19, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 8-K, filed June 27, 2007, Commission File No. 1-13647*
4.189	Amendment No. 1 to Second Amended and Restated Series 1998-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, and Dollar Thrifty Funding Corp., filed as the same numbered exhibit with DTG’s Form 8-K, filed June 27, 2007, Commission File No. 1-13647*
4.190	Amendment No. 1 dated as of June 19, 2007 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 8-K, filed June 27, 2007, Commission File No. 1-13647*
4.191	Amendment No. 2 to Series 2006-1 Supplement dated as of May 23, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2007, filed August 7, 2007, Commission File No. 1-13647*

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4.192 Amendment No. 1 dated as of May 22, 2007 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2007, filed August 7, 2007, Commission File No. 1-13647*  

4.193	Amendment No. 13 to Note Purchase Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committee Purchasers parties thereto, the Managing Agents parties thereto, and JPMorgan Chase Bank, N.A., filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*
4.194	Amendment No. 2 to Amended and Restated Series 2000-1 Supplement dated as of May 8, 2008 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. and Deutsche Bank AG, New York Branch, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*
4.195	Extension Agreement and Agreement to Revise or Terminate Certain Liquidity Commitments dated as of May 8, 2008 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*
4.196	Amendment No. 13 to Liquidity Agreement dated as of May 8, 2008 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*
4.197	Amendment No. 2 to Second Amended and Restated Series 1998-1 Supplement dated as of May 8, 2008 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas and Dollar Thrifty Funding Corp., filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*
4.198	Amendment No. 2 dated as of May 8, 2008 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*
4.199	Master Consent Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, Deutsche Bank AG, New York Branch, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Credit Suisse, acting through its New York Branch, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Comerica Bank, Credit Industriel et Commercial and Wells Fargo Bank, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 14, 2008, Commission File No. 1-13647*

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4.200     Amendment No. 1 to the Rights Agreement, dated as of November 19, 1998, by and between Dollar Thrifty Automotive Group, Inc. and Computershare Trust Company, N.A. (successor rights agent to Harris Trust and Savings Bank) (as Rights Agent), Filed as the same numbered exhibit with DTG’s Form 8-A/A, filed August 2, 2008, Commission File No. 1-13647*  

4.201	Amendment No. 2 to the Rights Agreement, dated as of August 1, 2008, by and between Dollar Thrifty Automotive Group, Inc. and Computershare Trust Company, N.A. (successor rights agent to Harris Trust and Savings Bank) (as Rights Agent), Filed as the same numbered exhibit with DTG’s Form 8-A/A, filed August 2, 2008, Commission File No. 1-13647*
4.202	Amendment No. 2 to Series 2005-1 Supplement dated as of September 12, 2008 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q filed November 5, 2008, Commission File No. 1-13647*
4.203	Amendment No. 3 to Series 2006-1 Supplement dated as of September 12, 2008 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q filed November 5, 2008, Commission File No. 1-13647*
4.204	Amendment No. 1 to Series 2007-1 Supplement dated as of September 12, 2008 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG’s Form 10-Q filed November 5, 2008, Commission File No. 1-13647*
4.205	Amendment No. 3 to Series 2005-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas**
4.206	Amendment No. 4 to Series 2006-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas**
4.207	Amendment No. 2 to Series 2007-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas**
4.208	Amendment No. 1 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc. as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc. as Guarantor and Master Servicer**
4.209	Amendment No.2 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer**
10.8	Pentastar Transportation Group, Inc. Deferred Compensation Plan, filed as the same numbered exhibit with DTG’s Registration Statement on Form S-1, as amended, Registration No. 333-39661*

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10.10 Dollar Thrifty Automotive Group, Inc. Long-Term Incentive Plan, filed as the same numbered exhibit with DTG’s Registration Statement on Form S-1, as amended, Registration No. 333-39661*  

10.13	Amendment to Long-Term Incentive Plan dated as of September 29, 1998, filed as the same numbered exhibit with DTG’s Form S-8, Registration No. 333-79603, filed May 28, 1999*
10.29	Dollar Thrifty Automotive Group, Inc., Executive Option Plan effective June 1, 2002, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2002, filed August 13, 2002, Commission File No. 1-13647*
10.30	Vehicle Supply Agreement dated as of October 31, 2002 between DaimlerChrysler Motors Company, LLC and DTG, filed as the same numbered exhibit with DTG’s Form 10-K for the fiscal year ended December 31, 2002, filed March 18, 2003, Commission File No. 1-13647*
10.36	Letter agreement dated as of July 16, 2004 amending the Vehicle Supply Agreement between DaimlerChrysler Motors Company, LLC and DTG, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended June 30, 2004, filed August 6, 2004, Commission File No. 1-13647*
10.38	Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined Contribution Prototype Plan & Trust, as adopted by the Company pursuant to the Adoption Agreement (Exhibit 10.39), filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2004, filed November 4, 2004, Commission File No. 1-13647*
10.39	Adoption Agreement #005 Nonstandardized 401(k) Profit Sharing Plan, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2004, filed November 4, 2004, Commission File No. 1-13647*
10.40	Unanimous Consent to Action of the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective December 2, 2004 regarding the Fourth Amendment to Retirement Plan dated December 2, 2004, with amendment attached, filed as the same numbered exhibit with DTG’s Form 8-K, filed December 8, 2004, Commission File No. 1-13647*
10.41	Unanimous Consent to Action of the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective December 2, 2004 regarding the amendment to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined Contribution Prototype Plan & Trust dated January 1, 2005, with amendment attached, filed as the same numbered exhibit with DTG’s Form 8-K, filed December 8, 2004, Commission File No. 1-13647*
10.54	Amended and Restated Long-Term Incentive Plan and Director Equity Plan dated as of March 23, 2005 and Adopted by Shareholders on May 20, 2005, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*

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10.56 Form of Restricted Stock Units Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*  

10.57	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Molly Shi Boren, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.58	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Thomas P. Capo, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.59	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Maryann N. Keller, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.60	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Edward C. Lumley, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.61	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and John C. Pope, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.62	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and John P. Tierney, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.63	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Edward L. Wax, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.64	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Gary L. Paxton, President, Chief Executive Officer and director, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.65	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Steven B. Hildebrand, Senior Executive Vice President and Chief Financial Officer, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.66	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Donald M. Himelfarb, Senior Executive Vice President and Chief Administrative Officer, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*

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10.67 Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and R. Scott Anderson, Senior Executive Vice President, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*  

10.68	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and John J. Foley, Senior Executive Vice President, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.69	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and David W. Sparkman, Executive Vice President, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.70	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Vicki J. Vaniman, Executive Vice President and General Counsel, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.71	Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Pamela S. Peck, Vice President and Treasurer, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 25, 2005, Commission File No. 1-13647*
10.78	Letter agreement effective as of September 15, 2005 extending the Vehicle Supply Agreement between DaimlerChrysler Motors Company, LLC and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG's Form 8-K, filed September 20, 2005, Commission File No. 1-13647*
10.82	Notice of Election Regarding Payment of Director’s Fees (As Amended and Restated) dated December 2, 2005 executed by Maryann N. Keller, filed as the same numbered exhibit with DTG's Form 8-K, filed December 8, 2005, Commission File No. 1-13647*
10.86	Notice of Election Regarding Payment of Director’s Fees (As Amended and Restated) dated December 2, 2005 executed by Edward L. Wax, filed as the same numbered exhibit with DTG's Form 8-K, filed December 8, 2005, Commission File No. 1-13647*
10.97	Unanimous Consent to Action of the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective February 1, 2006 regarding the amendment and restatement of Appendix C to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan, with Appendix C attached, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 7, 2006, Commission File No. 1-13647*
10.98	First Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan effective as of February 1, 2006, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 7, 2006, Commission File No. 1-13647*

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10.100	Form of Performance Share Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 7, 2006, Commission File No. 1-13647*
10.105	First Amendment to Executive Option Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on December 1, 2005, effective as of January 1, 2005*

10.106	Indemnification Agreement dated as of March 22, 2006 between Dollar Thrifty Automotive Group, Inc. and Richard W. Neu, non-employee director, filed as the same numbered exhibit with DTG’s Form 8-K, filed March 27, 2006, Commission File No. 1-13647*
10.107	Roth 401(k) Amendment effective as of March 1, 2006 for the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended March 31, 2006, filed May 5, 2006, Commission File No. 1-13647*
10.119	Mandatory Retirement Policy approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on July 26, 2006, filed as the same numbered exhibit with DTG’s Form 8-K, filed August 1, 2006, Commission File No. 1-13647*
10.122	Letter agreement effective as of September 8, 2006 extending the Vehicle Supply Agreement between DaimlerChrysler Motors Company, LLC and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 8-K, filed September 14, 2006, Commission File No. 1-13647*
10.123	Second Amended and Restated Data Processing Services Agreement dated as of August 1, 2006 by and among Dollar Thrifty Automotive Group, Inc., Electronic Data Systems Corporation and EDS Information Services L.L.C., filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2006, filed November 8, 2006, Commission File No. 1-13647*
10.125	Form of Performance Shares Grant Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 6, 2007, Commission File No. 1-13647*
10.128	Second Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 6, 2007, Commission File No. 1-13647*

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10.143

Credit Agreement dated as of June 15, 2007 among Dollar Thrifty Automotive Group, as the borrower, various financial institutions as are or may become parties thereto, Deutsche Bank Trust Company Americas, as the administrative agent, The Bank of Nova Scotia, as the syndication agent, and Deutsche Bank Securities Inc. and The Bank of Nova Scotia as the joint lead arrangers and joint bookrunners, filed as the same numbered exhibit with DTG’s Form 8-K, filed June 20, 2007, Commission File No. 1-13647*

10.156

Notice of Election Regarding Payment of Director’s Fees dated September 26, 2007 executed by Molly Shi Boren, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2007, filed November 7, 2007, Commission File No. 1-13647*

10.157	Notice of Election Regarding Payment of Director’s Fees dated September 26, 2007 executed by Edward C. Lumley, filed as the same numbered exhibit with DTG’s Form 10-Q for the quarterly period ended September 30, 2007, filed November 7, 2007, Commission File No. 1-13647*
10.158	Dollar Thrifty Automotive Group, Inc. 2008 Incentive Compensation Plan, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 6, 2008, Commission File No. 1-13647*
10.159	Form of Performance Unit Grant Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 6, 2008, Commission File No. 1-13647*
10.160	Form of Stock Option Grant Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG’s Form 8-K, filed February 6, 2008, Commission File No. 1-13647*
10.177	Amendment to Notice of Election Regarding Payment of Director’s Fees (Earned and Deferred through December 31, 2007) dated December 31, 2007 executed by Thomas P. Capo, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.178	Amendment to Notice of Election Regarding Payment of Director’s Fees (Earned and Deferred through December 31, 2007) dated December 26, 2007 executed by Richard W. Neu, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.179	Amendment to Notice of Election Regarding Payment of Director’s Fees (Earned and Deferred through December 31, 2007) dated December 31, 2007 executed by John C. Pope, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.180	Consent to Action in Lieu of Meeting of the Board of Directors of Dollar Thrifty Automotive Group, Inc. effective January 1, 2008 regarding the amendment to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined Contribution Prototype Plan and Trust dated November 29, 2007, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*

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10.181	Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 31, 2007 executed by Thomas P. Capo, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.182	Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 27, 2007 executed by Maryann N. Keller, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.183	Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 28, 2007 executed by Edward C. Lumley, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.184	Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 26, 2007 executed by Richard W. Neu, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*

10.185	Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 20, 2007 executed by John C. Pope, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.186	Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 29, 2007 executed by Edward L. Wax, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.187	Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation Effective January 1, 2008 Until Further Modified, filed as the same numbered exhibit with DTG’s Form 10-K, filed February 29, 2008, Commission File No. 1-13647*
10.188	Indemnification Agreement dated as of April 8, 2008 between Dollar Thrifty Automotive Group, Inc. and Kimberly D. Paul, Vice President and Chief Accounting Officer, filed as the same numbered exhibit with DTG’s Form 8-K, filed April 14, 2008, Commission File No. 1-13647*
10.189	Retirement and Separation Agreement by and between Yves Boyer and Dollar Thrifty Automotive Group, Inc. effective and enforceable on December 31, 2007, filed as the same numbered exhibit with DTG’s Form 10-Q, filed May 12, 2008, Commission File No. 1-13647*
10.190	Third Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 21, 2008, Commission File No. 1-13647*
10.191	Indemnification Agreement dated as of May 23, 2008 between Dollar Thrifty Automotive Group, Inc. and Scott L. Thompson, Senior Executive Vice President and Chief Financial Officer, filed as the same numbered exhibit with DTG’s Form 8-K, filed May 28, 2008, Commission File No. 1-13647*

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10.192	First Amendment to Credit Agreement dated as of July 9, 2008 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party to the Credit Agreement, filed as the same numbered exhibit with DTG’s Form 8-K, filed July 10, 2008, Commission File No. 1-13647*
10.193	Deferral Agreement regarding 2008 annual incentive compensation plan dated June 30, 2008 between Gary L. Paxton and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*
10.194	Deferral Agreement regarding 2008 annual incentive compensation plan dated June 30, 2008 between Scott L. Thompson and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*
10.195	Deferral Agreement regarding 2008 annual incentive compensation plan dated June 30, 2008 between R. Scott Anderson and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*

10.196	Deferral Agreement regarding 2008 annual incentive compensation plan dated June 30, 2008 between John J. Foley and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*
10.197	Deferral Agreement regarding 2006 performance share plan dated June 30, 2008 between Gary L. Paxton and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*
10.198	Deferral Agreement regarding 2006 performance share plan dated June 30, 2008 between R. Scott Anderson and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*
10.199	Deferral Agreement regarding 2006 performance share plan dated June 30, 2008 between John J. Foley and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG’s Form 10-Q, filed August 5, 2008, Commission File No. 1-13647*
10.200	Second amendment to credit agreement dated as of September 29, 2008 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party to the credit agreement, filed as the same numbered exhibit with DTG’s Form 8-K, filed September 30, 2008, Commission File No. 1-13647*
10.201	Dollar Thrifty Automotive Group, Inc. 2008/2009 Executive Retention Bonus Plan, filed as the same numbered exhibit with DTG’s Form 10-Q, filed November 5, 2008, Commission File No. 1-13647*

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10.202	Retirement and Consulting Agreement by and between Gary L. Paxton and Dollar Thrifty Automotive Group, Inc. effective and enforceable on October 13, 2008, filed as the same numbered exhibit with DTG’s Form 10-Q, filed November 5, 2008, Commission File No. 1-13647*
10.203	Third Amendment to Credit Agreement dated, as of November 17, 2008 and effective as of November 24, 2008, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto, filed as the same numbered exhibit with DTG’s Form 8-K, filed November 24, 2008, Commission File No. 1-13647*
10.204	Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of December 9, 2008, filed as the same numbered exhibit with DTG’s Form 8-K, filed December 15, 2008, Commission File No. 1-13647*
10.205	Employment Continuation Agreement dated December 9, 2008 between the Company and Scott L. Thompson, filed as the same numbered exhibit with DTG’s Form 8-K, filed December 15, 2008, Commission File No. 1-13647*
10.206	Fourth Amendment to Credit Agreement dated as of February 4, 2009 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto, filed as the same numbered exhibit with DTG's Form 8-K, filed February 10, 2009, Commission File No. 1-13647*
10.207	Fifth Amendment to Credit Agreement dated as of February 25, 2009 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto, filed as the same numbered exhibit with DTG's Form 8-K, filed February 25, 2009, Commission File No. 1-13647*
10.208	Form of Amendment to Notice of Election Regarding Payment of Director’s Fees between the Company and the applicable director**
10.209	Separation Agreement between John J. Foley and Dollar Thrifty Automotive Group, Inc. effective October 13, 2008**

10.210	Umbrella 409A Amendment for Performance Shares effective December 9, 2008**
10.211	Amended and Restated Deferred Compensation Plan dated December 9, 2008**
10.212	Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (As Amended and Restated Effective December 9, 2008)**
10.213	Amended and Restated Retirement Plan effective as of December 9, 2008**
10.214	2009 Deferred Compensation Plan effective January 1, 2009**

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10.215	Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation effective January 1, 2009 Until Further Modified**
10.216	Vehicle Policy for Directors Restated effective January 29, 2009**
10.217	Form of Indemnification Agreement between the Company and the applicable employee**
10.218	Vehicle Supply Agreement dated as of February 9, 2009 between Ford Motor Company and DTG**
21	Subsidiaries of DTG**
23.36	Consent of Tullius Taylor Sartain & Sartain LLP regarding Registration Statement on Form S-8, Registration No. 333-89189, filed as the same numbered exhibit with Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan’s Form 11-K for the fiscal year ended December 31, 2007, filed June 26, 2008, Commission File No. 1-13647*

23.39	Consent of Deloitte & Touche LLP regarding DTG’s Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800, Registration No. 333-128714 and Registration No. 333-152401**
31.55	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.56	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.55	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.56	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

___________

* Incorporated by reference

** Filed herewith

(b) Filed Exhibits

The response to this item is submitted as a separate section of this report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 3, 2009 DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: /s/ SCOTT L. THOMPSON

Name: Scott L. Thompson

Title: President and Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ SCOTT L. THOMPSON Scott L. Thompson	Chief Executive Officer President and Director	March 3, 2009
/s/ H. CLIFFORD BUSTER III H. Clifford Buster III	Chief Financial Officer, Executive Vice President and Principal Financial Officer	March 3, 2009
/s/ THOMAS P. CAPO Thomas P. Capo	Director and Chairman of the Board	March 3, 2009
/s/ MARYANN N. KELLER Maryann N. Keller	Director	March 3, 2009
/s/ EDWARD C. LUMLEY Edward C. Lumley	Director	March 3, 2009
/s/ RICHARD W. NEU Richard W. Neu	Director	March 3, 2009
/s/ JOHN C. POPE John C. Pope	Director	March 3, 2009
/s/ EDWARD L. WAX Edward L. Wax	Director	March 3, 2009

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INDEX TO EXHIBITS

Exhibit Number Description

4.205	Amendment No. 3 to Series 2005-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.206	Amendment No. 4 to Series 2006-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.207	Amendment No. 2 to Series 2007-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.208	Amendment No. 1 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc. as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc. as Guarantor and Master Servicer
4.209	Amendment No.2 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
10.208	Form of Amendment to Notice of Election Regarding Payment Of Director’s Fees between the Company and the applicable directors
10.209	Separation Agreement between John J. Foley and Dollar Thrifty Automotive Group, Inc. effective October 13, 2008
10.210	Umbrella 409A Amendment for Performance Shares effective December 9, 2008
10.211	Amended and Restated Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan dated December 9, 2008
10.212	Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (As Amended and Restated Effective December 9, 2008)
10.213	Amended and Restated Retirement Plan effective as of December 9, 2008
10.214	2009 Deferred Compensation Plan effective January 1, 2009
10.215	Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation effective January 1, 2009 Until Further Modified
10.216	Vehicle Policy for Directors Restated effective January 29, 2009

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10.217 Form of Indemnification Agreement between the Company and the applicable employee  

10.218	Vehicle Supply Agreement dated as of February 9, 2009 between Ford Motor Company and DTG (portions of the exhibit have been omitted pursuant to a request for confidentiality treatment)
21	Subsidiaries of DTG
23.39	Consent of Deloitte & Touche LLP regarding DTG’s Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800, Registration No. 333-128714 and Registration No. 333-152401
31.55	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.56	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.55	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.56	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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EX-4

Exhibit  4.205

Execution Version

AMENDMENT NO. 3

TO

SERIES 2005-1 SUPPLEMENT

dated as of February 3, 2009

between

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation,

as Trustee

AMENDMENT NO. 3

TO SERIES 2005-1 SUPPLEMENT

This Amendment No. 3 to Series 2005-1 Supplement dated as of February 3, 2008 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

RECITALS:

A.        RCFC, as Issuer, and the Trustee entered into that certain Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”);

B.        RCFC and the Trustee entered into that certain Series 2005-1 Supplement dated as of April 21, 2005 (the “Original Series 2005-1 Supplement”);

C.        RCFC and the Trustee entered into (i) that certain Amendment No. 1 to Series 2005-1 Supplement, dated as of February 14, 2007 (“Amendment No. 1”) and (ii) that certain Amendment No. 2 to Series 2005-1 Supplement (“Amendment No. 2”; and the Original Series 2005-1 Supplement as amended by Amendment No. 1 and Amendment No. 2, the “Series 2005-1 Supplement”); and

D.        The Parties wish to amend and supplement the Series 2005-1 Supplement as provided herein pursuant to Section 8.7 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1.         Definitions. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Series 2005-1 Supplement and if not defined therein shall have the meaning set forth in the Definitions List attached as Schedule 1 to the Base Indenture.

2. Amendments. The Series 2005-1 Supplement is hereby amended as follows:

(a)       The definition of “Eligible Manufacturer” in Section 2.1(b) of the Series 2005-1 Supplement is hereby amended by adding the words “with respect to Program Vehicles” immediately after the words “Eligible Manufacturer” in the first proviso in such definition.

(b)       The definition of “Maximum Non-Program Percentage” in Section 2.1(b) of the Series 2005-1 Supplement is hereby amended by deleting the words “seventy-five percent (75%)” in clause (b) of such definition and replacing in substitution thereof the phrase “one hundred percent (100%)”.

(c)       The definition of “Rating Agency Condition” in Section 2.1(b) of the Series 2005-1 Supplement is hereby amended and restated in its entirety to read as follows:

“Rating Agency Condition” means, (i) with respect to any action, that (a) each of Moody’s and Standard & Poor’s shall have notified RCFC, DTAG, the Series 2005-1 Letter of Credit Provider, the Series 2005-1 Insurer and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating (in effect immediately before the taking of such action) of any outstanding Group III Series of Notes with respect to which it is a Rating Agency and (b) written notification of such action has been provided to Fitch and (ii) with respect to the issuance of a new Group III Series of Notes, the “Rating Agency Condition” also means that each rating agency that is referred to in the related Placement Memorandum Supplement as being required to deliver its rating with respect to such Series of Notes shall have notified RCFC, DTAG, the Series 2005-1 Letter of Credit Provider, the Series 2005-1 Insurer and the Trustee in writing that such rating has been issued by such rating agency.”

2

(d)       By deleting Schedule 1 to the Series Supplement in its entirety and replacing such schedule with the Schedule 1 attached hereto as Exhibit A.

3.         Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Series 2005-1 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Series 2005-1 Supplement, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Series 2005-1 Supplement specifically referred to herein and any references in the Series 2005-1 Supplement to the provisions of the Series 2005-1 Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

4.         Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

7.         Representation. RCFC represents and warrants that no Amortization Event or Potential Amortization Event has occurred and is continuing as of the date hereof.

[SIGNATURES ON FOLLOWING PAGES]

3

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

RCFC:

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

By: __________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE:

DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation

By: _________________________

Name:     _________________________

Title: _________________________

By: _________________________

Name:     _________________________

Title: _________________________

4

Pursuant to Section 8.7 of the Series 2005-1 Supplement, Dollar Thrifty Automotive Group, Inc., Syncora Guarantee Inc. (formerly known as XL Capital Assurance Inc.), as Series 2005-1 Insurer, and Deutsche Bank Trust Company Americas, as Series 2005-1 Letter of Credit Provider, hereby consent to this Amendment as of the day and year first above written.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation

By: _____________________

Name:     Pamela S. Peck

Title: Vice President and Treasurer

SYNCORA GUARANTEE INC., as Series 2005-1 Insurer

By: _________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Series 2005-1 Letter of Credit Provider

By: _________________________

Name:

Title:

By: _________________________

Name:

Title:

5

EXHIBIT A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group III Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
Chrysler	100%	(1)
Ford	100%	(1)
Toyota	100%	(1)
General Motors	100%	(1)
Honda	0%	(1)
Nissan	0%	(1)
Volkswagen	0%	(1)
Mazda	0%	Up to 25% (2)
Subaru	0%	Up to 10% (2) (3) (5)
Suzuki	0%	Up to 15% (2) (3) (5)
Mitsubishi	0%	Up to 10% (2) (3) (5)
Isuzu	0%	Up to 3% (2) (3) (5)
Kia	0%	Up to 10% (2) (4) (5)
Hyundai	0%	Up to 20% (2) (4) (5)
Daewoo	0%	Up to 3% (2) (4) (5)
BMW	0%	Up to 3% (2) (5) (6)
Jaguar	0%	Up to 3% (2) (5) (6)
Mercedes-Benz	0%	Up to 3% (2) (5) (6)

(1) The combined percentage of Group III Vehicles which are Non-Program Vehicles manufactured by Chrysler, Ford, Toyota, General Motors, Honda, Nissan, and Volkswagen shall not exceed the following percentages: (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to Rating Agency Condition, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) at all other times, one hundred percent (100%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition and consent of each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.

6

(2) The combined percentage of Group III Vehicles which are Non-Program Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 60% of the Aggregate Asset Amount.

(3) The combined percentage of Group III Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 20% of the Aggregate Asset Amount.

(4) The combined percentage of Group III Vehicles which are Non-Program Vehicles manufactured by Kia, Hyundai or Daewoo shall not exceed 30% of the Aggregate Asset Amount.

(5) The combined percentage of Group III Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 40% of the Aggregate Asset Amount.

(6) The combined percentage of Group III Vehicles which are Non-Program Vehicles manufactured by BMW, Jaguar, or Mercedes-Benz shall not exceed 6% of the Aggregate Asset Amount.

* As a percentage of the Group III Collateral.

7

EX-4

Exhibit 4.206

Execution Version

AMENDMENT NO. 4

TO

SERIES 2006-1 SUPPLEMENT

dated as of February 3, 2009

between

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation,

as Trustee

AMENDMENT NO. 4

TO SERIES 2006-1 SUPPLEMENT

This Amendment No. 4 to Series 2006-1 Supplement dated as of February 3, 2008 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

RECITALS:

A.        RCFC, as Issuer, and the Trustee entered into that certain Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”);

B.        RCFC and the Trustee entered into that certain Series 2006-1 Supplement dated as of March 28, 2006 (the “Original Series 2006-1 Supplement”);

C.        RCFC and the Trustee entered into (i) that certain Amendment No. 1 to Series 2006-1 Supplement, dated as of February 14, 2007 (“Amendment No. 1”), (ii) that certain Amendment No. 2 to Series 2006-1 Supplement, dated as of May 23, 2007 (“Amendment No. 2”) and (iii) that certain Amendment No. 3 to Series 2006-1 Supplement, dated as of September 12, 2008 (“Amendment No. 3”; and the Original Series 2006-1 Supplement as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Series 2006-1 Supplement”); and

D.        The Parties wish to amend and supplement the Series 2006-1 Supplement as provided herein pursuant to Section 8.7 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1.         Definitions. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Series 2006-1 Supplement and if not defined therein shall have the meaning set forth in the Definitions List attached as Schedule 1 to the Base Indenture.

2. Amendments. The Series 2006-1 Supplement is hereby amended as follows:

(a)       The definition of “Eligible Manufacturer” in Section 2.1(b) of the Series 2007-1 Supplement is hereby amended by adding the words “with respect to Program Vehicles” immediately after the words “Eligible Manufacturer” in the first proviso in such definition.

(b)       The definition of “Maximum Non-Program Percentage” in Section 2.1(b) of the Series 2006-1 Supplement is hereby amended by deleting the words “seventy-five percent (75%)” in clauses (a) and (b) of such definition and replacing in substitution thereof the phrase “one hundred percent (100%)”.

(c)       By deleting Schedule 1 to the Series Supplement in its entirety and replacing such schedule with the Schedule 1 attached hereto as Exhibit A.

2

3.         Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Series 2006-1 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Series 2006-1 Supplement, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Series 2006-1 Supplement specifically referred to herein and any references in the Series 2006-1 Supplement to the provisions of the Series 2006-1 Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

4.         Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

 

3

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

RCFC:

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

By: __________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE:

DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation

By: _________________________

Name:      _________________________

Title: _________________________

By: _________________________

Name:      _________________________

Title: _________________________

 

4

Pursuant to Section 8.7 of the Series 2006-1 Supplement, Dollar Thrifty Automotive Group, Inc., Ambac Assurance Corporation, as Series 2006-1 Insurer, and Deutsche Bank Trust Company Americas, as Series 2006-1 Letter of Credit Provider, hereby consent to this Amendment as of the day and year first above written.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation

By: _____________________

Name:     Pamela S. Peck

Title: Vice President and Treasurer

AMBAC ASSURANCE CORPORATION, as Series 2006-1 Insurer

By: _________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Series 2006-1 Letter of Credit Provider

By: _________________________

Name:

Title:

By: _________________________

Name:

Title:

 

5

Exhibit A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group IV Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
Chrysler	100%	(1)
Ford	100%	(1)
Toyota	100%	(1)
General Motors	100%	(1)
Honda	0%	(1)
Nissan	0%	(1)
Volkswagen	0%	(1)
Mazda	0%	Up to 25% (2)
Subaru	0%	Up to 10% (2) (3) (5)
Suzuki	0%	Up to 15% (2) (3) (5)
Mitsubishi	0%	Up to 10% (2) (3) (5)
Isuzu	0%	Up to 3% (2) (3) (5)
Kia	0%	Up to 10% (2) (4) (5)
Hyundai	0%	Up to 20% (2) (4) (5)
Daewoo	0%	Up to 3% (2) (4) (5)
BMW	0%	Up to 3% (2) (5) (6)
Jaguar	0%	Up to 3% (2) (5) (6)
Mercedes-Benz	0%	Up to 3% (2) (5) (6)

(1) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Chrysler, Ford, Toyota, General Motors, Honda, Nissan, and Volkswagen shall not exceed the following percentages: (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount (which will not be in excess of one hundred percent (100%) without the prior written consent of each Enhancement Provider) agreed upon by the Lessor and each of the Lessees, subject to Rating Agency Condition, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) at all other times, one hundred percent (100%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition and consent of each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.

(2) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 60% of the Aggregate Asset Amount.

(3) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 20% of the Aggregate Asset Amount.

(4) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Kia, Hyundai or Daewoo shall not exceed 30% of the Aggregate Asset Amount.

(5) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 40% of the Aggregate Asset Amount.

(6) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by BMW, Jaguar or Mercedes-Benz shall not exceed 6% of the Aggregate Asset Amount.

* As a percentage of the Group IV Collateral.

 

2

EX-4

Exhibit 4.207

Execution Version

AMENDMENT NO. 2

TO

SERIES 2007-1 SUPPLEMENT

dated as of February 3, 2009

between

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation,

as Trustee

AMENDMENT NO. 2

TO SERIES 2007-1 SUPPLEMENT

This Amendment No. 2 to Series 2007-1 Supplement dated as of February 3, 2009 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

RECITALS:

A.        RCFC, as Issuer, and the Trustee entered into that certain Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”);

B.        RCFC and the Trustee entered into that certain Series 2007-1 Supplement dated as of May 23, 2007 (the “Original Series 2007-1 Supplement”);

C.        RCFC and the Trustee entered into that certain Amendment No. 1 to Series 2007-1 Supplement dated as of September 12, 2008 (“Amendment No. 1”; and the Original Series 2007-1 Supplement as amended by Amendment No. 1, the “Series 2007-1 Supplement”); and

D.        The Parties wish to amend and supplement the Series 2007-1 Supplement as provided herein pursuant to Section 8.7 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1.         Definitions. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Series 2007-1 Supplement and if not defined therein shall have the meaning set forth in the Definitions List attached as Schedule 1 to the Base Indenture.

2. Amendment. The Series 2007-1 Supplement is hereby amended as follows:

(a)       The definition of “Eligible Manufacturer” in Section 2.1(b) of the Series 2007-1 Supplement is hereby amended by adding the words “with respect to Program Vehicles” immediately after the words “Eligible Manufacturer” in the first proviso in such definition.

(b)       The definition of “Maximum Non-Program Percentage” in Section 2.1(b) of the Series 2007-1 Supplement is hereby amended by deleting the words “seventy-five percent (75%)” in clauses (a) and (b) of such definition and replacing in substitution thereof the phrase “one hundred percent (100%)”.

(c)      By deleting Schedule 1 to the Series Supplement in its entirety and replacing such schedule with the Schedule 1 attached hereto as Exhibit A.

3.         Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Series 2007-1 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements

2

contained in the Series 2007-1 Supplement, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Series 2007-1 Supplement specifically referred to herein and any references in the Series 2007-1 Supplement to the provisions of the Series 2007-1 Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

4.         Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

7.         Conditions Precedent.This Amendment shall become effective as of the date upon which the following conditions precedent shall be satisfied (the “Effective Date”):

(a)       execution and delivery of this Amendment by the parties hereto, with the executed consent of (i) Financial Guaranty Insurance Company, as Series 2007-1 Insurer, (ii) Deutsche Bank Trust Company Americas, as Series 2007-1 Letter of Credit Provider and (iii) Dollar Thrifty Automotive Group, Inc.;

(b)       receipt of written notification from each Rating Agency confirming that the execution of this Amendment will not result in a reduction or withdrawal of its respective ratings (in effect immediately before execution of this Amendment) of the Series 2007-1 Notes (including, other than with respect to Fitch, Inc., any underlying rating in respect of the Series 2007-1 Notes issued to the Series 2007-1 Insurer without giving effect to the Series 2007-1 Policy); and

(c)       satisfaction of the conditions to effectiveness set forth in the Letter Agreement, dated as of the date hereof, by and among the DTAG and Financial Guaranty Insurance Company.

[SIGNATURES ON FOLLOWING PAGES]

 

3

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

RCFC:

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

By: __________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE:

DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation

By: _________________________

Name:      _________________________

Title: _________________________

By: _________________________

Name:      _________________________

Title: _________________________

 

4

Pursuant to Section 8.7 of the Series 2007-1 Supplement, Dollar Thrifty Automotive Group, Inc., Financial Guaranty Insurance Company, as Series 2007-1 Insurer, and Deutsche Bank Trust Company Americas, as Series 2007-1 Letter of Credit Provider, hereby consent to this Amendment as of the day and year first above written.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation

By: _____________________

Name:     Pamela S. Peck

Title: Vice President and Treasurer

FINANCIAL GUARANTY INSURANCE COMPANY, as Series 2007-1 Insurer

By: _________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Series 2007-1 Letter of Credit Provider

By: _________________________

Name:

Title:

By: _________________________

Name:

Title:

 

5

Exhibit A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group IV Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
Chrysler	100%	(1)
Ford	100%	(1)
Toyota	100%	(1)
General Motors	100%	(1)
Honda	0%	(1)
Nissan	0%	(1)
Volkswagen	0%	(1)
Mazda	0%	Up to 25% (2)
Subaru	0%	Up to 10% (2) (3) (5)
Suzuki	0%	Up to 15% (2) (3) (5)
Mitsubishi	0%	Up to 10% (2) (3) (5)
Isuzu	0%	Up to 3% (2) (3) (5)
Kia	0%	Up to 10% (2) (4) (5)
Hyundai	0%	Up to 20% (2) (4) (5)
Daewoo	0%	Up to 3% (2) (4) (5)
BMW	0%	Up to 3% (2) (5) (6)
Jaguar	0%	Up to 3% (2) (5) (6)
Mercedes-Benz	0%	Up to 3% (2) (5) (6)

(1) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Chrysler, Ford, Toyota, General Motors, Honda, Nissan, and Volkswagen shall not exceed the following percentages: (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount (which will not be in excess of one hundred percent (100%) without the prior written consent of each Enhancement Provider) agreed upon by the Lessor and each of the Lessees, subject to Rating Agency Condition, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) at all other times, one hundred percent (100%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition and consent of each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.

(2) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 60% of the Aggregate Asset Amount.

(3) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 20% of the Aggregate Asset Amount.

(4) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Kia, Hyundai or Daewoo shall not exceed 30% of the Aggregate Asset Amount.

(5) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 40% of the Aggregate Asset Amount.

(6) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by BMW, Jaguar or Mercedes-Benz shall not exceed 6% of the Aggregate Asset Amount.

* As a percentage of the Group IV Collateral.

 

2

EX-4

Exhibit 4.208

Execution Version

AMENDMENT NO. 1

TO

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP III),

dated as of February 3, 2009

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

and those Subsidiaries of

Dollar Thrifty Automotive Group, Inc.

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 1

TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP III)

This Amendment No. 1 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III), dated as of February 3, 2009 (“Amendment”), by and between Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Subsidiaries of DTAG (as defined below) from time to time becoming Lessees under the Group III Lease (as defined below) pursuant to Section 28 thereunder (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.        RCFC, as Lessor, DTG Operations, as Lessee and Servicer, those Subsidiaries of DTAG from time to time becoming Lessees and Servicers under the Group III Lease, and DTAG, as Guarantor and Master Servicer, entered into that certain Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III), dated as of February 14, 2007 (the “Group III Lease”); and

B.        The Parties wish to amend and supplement the Group III Lease as provided herein pursuant to Section 22 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1.         Definitions. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Group III Lease.

2. Amendment. The Group III Lease is hereby amended as follows:

Clause (c) of Section 18 is hereby amended by adding the words “for Program Vehicles” immediately following the words “cancel any Vehicle Order with such Defaulting Manufacturer” and immediately preceding the words “to which a vehicle identification number (a “VIN”) has not been assigned” therein.

3.         Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Group III Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group III Lease, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Group III Lease specifically referred to herein and any references in the Group III Lease to the provisions of the Group III Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

4.         Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

LESSOR:

RENTAL CAR FINANCE CORP.

By:    ________________________________________

Pamela S. Peck

Vice President and Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2550

Facsimile: (918) 669-2301

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:    ________________________________________

Pamela S. Peck

Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2395

Facsimile: (918) 669-2301

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By:   ________________________________________ 

Pamela S. Peck

Vice President and Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 660-7700

Facsimile: (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:   ________________________________________       

Name:

Title:

By:   ________________________________________             

Name:

Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:   ________________________________________             

Name:

Title:

By:   ________________________________________             

Name:

Title:

SYNCORA GUARANTEE INC.,

as Series 2005-1 Insurer

By:   ________________________________________              

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Enhancement Provider with respect to the Series 2005-1 Notes

By:   ________________________________________                  

Name:

Title:

By:   ________________________________________         

Name:

Title:

EX-4

Exhibit 4.209

Execution Version

AMENDMENT NO. 2

TO

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP IV),

dated as of February 3, 2009

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

and those Subsidiaries of

Dollar Thrifty Automotive Group, Inc.

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 2

TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP IV)

This Amendment No. 2 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 3, 2009 (“Amendment”), by and between Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Subsidiaries of DTAG (as defined below) from time to time becoming Lessees under the Group IV Lease (as defined below) pursuant to Section 28 thereunder (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.        RCFC, as Lessor, DTG Operations, as Lessee and Servicer, those Subsidiaries of DTAG from time to time becoming Lessees and Servicers under the Group IV Lease, and DTAG, as Guarantor and Master Servicer, entered into that certain Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 14, 2007, as amended by that certain Amendment No. 1 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of May 22, 2007 (the “Group IV Lease”); and

B.        The Parties wish to amend and supplement the Group IV Lease as provided herein pursuant to Section 22 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1.         Definitions. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Group IV Lease.

2. Amendment. The Group IV Lease is hereby amended as follows:

Clause (c) of Section 18 is hereby amended by adding the words “for Program Vehicles” immediately following the words “cancel any Vehicle Order with such Defaulting Manufacturer” and immediately preceding the words “to which a vehicle identification number (a “VIN”) has not been assigned” therein.

3.         Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Group IV Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group IV Lease, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Group IV Lease specifically referred to herein and any references in the Group IV Lease to the provisions of the Group IV Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

4.         Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

LESSOR:

RENTAL CAR FINANCE CORP.

By:

Pamela S. Peck

Vice President and Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2550

Facsimile: (918) 669-2301

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:

Pamela S. Peck

Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2395

Facsimile: (918) 669-2301

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By:    ___________________________________

Pamela S. Peck

Vice President and Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 660-7700

Facsimile: (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:   ___________________________________

Name:

Title:

By:  

Name:

Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:                                                                                 

Name:

Title:

By:  _______________________________

Name:

Title:

AMBAC ASSURANCE CORPORATION,

as Series 2006-1 Insurer

By:   ___________________________________

Name:

Title:

FINANCIAL GUARANTY INSURANCE COMPANY,

as Series 2007-1 Insurer

By:  ___________________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Enhancement Provider with respect to the Series 2006-1 Notes

and the Series 2007-1 Notes

By:  ___________________________________

Name:

Title:

By:  ____________________________________

Name:

Title:

EX-10

Exhibit 10.208

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

AMENDMENT TO NOTICE OF ELECTION REGARDING

PAYMENT OF DIRECTOR’S FEES

Dollar Thrifty Automotive Group, Inc.

5330 East 31^st Street

Tulsa, Oklahoma 74135

Attention: Stephen M. Caldwell

Dear Mr. Caldwell:

I am making these elections for fees paid to me during the year 2009 for Board and Committee meetings and Restricted Stock Units that may be earned by me during the year. This election shall expire at December 31, 2009.

Election for Payment of Meeting Fees (Check One)

_________ I hereby elect to have my meeting fees paid in cash with such fees being paid by DTAG on a quarterly basis.

_________ I hereby elect to have my meeting fees paid in DTAG Shares of Stock with no deferral with such DTAG Shares of Stock being issued to me on an annual basis.

_________ I hereby elect to have my meeting fees paid in DTAG Shares of Stock to be deferred and hereby elect to defer all of such fees (payment of same being described below).

Election for Payment of Board and Committee Chair Retainers (Check one)

_________ I hereby elect to have my board and committee retainer fees paid in cash with such fees being paid by DTAG on a quarterly basis.

_________ I hereby elect to have the payment of my board and committee retainers that are paid in DTAG Shares of Stock not be deferred with such DTAG Shares of Stock being issued to me on a yearly basis

_________ I hereby elect to have the payment of my board and committee retainers that are paid in DTAG Shares of Stock to be deferred and hereby elect to defer all of such fees (payment of same being described below).

Election for Payment of Restricted Stock Units (Check one)

_________ I hereby elect to have any restricted stock units earned during the year paid to me in cash based on the value of DTAG stock on the date it is vested.

_________ I hereby elect to have any restricted stock units earned during the year paid to me in DTAG Shares of Stock at the end of the year it is vested.

1

_________ I hereby elect to have any restricted stock units earned during the year paid to me in DTAG Shares of Stock to be deferred and hereby elect to defer all of such stock (payment of same being described below).

Payment of Deferred Fees

Payment of Deferred Fees shall commence on (check or complete one):

_________ Separation of service from the DTAG Board of Directors.

_________ On the date I have written to the left.

Method of Payment:

___ Lump sum or

___ Installment over period of _____years (up to 10)

Frequency of installments: (select one)

Annually o

Quarterly o

However, if an unpaid balance exists at the time of my death, such balance shall be paid in one lump sum to my designated beneficiary(ies) (as set forth on my existing Beneficiary Designation form) on or about the 15th day of the calendar month immediately following the month in which DTAG is advised of my death.

The term “Deferred Fees” as used herein shall mean that amount reflected from time to time in my DTAG account which shall include: (a) all cash amounts I have elected herein to defer (b) the DTAG Shares of Stock which I have elected herein to defer and which amount shall be credited with dividends paid on such DTAG shares as and when paid, and (c) interest at the rate then being used as the prime rate by New York money center banks on any cash dividends credited to my account.

Very truly yours,

____________________________________

(Name)

Date: ________________________________

2

EX-10

Exhibit 10.209

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT ("Agreement") is made and entered into by and between John J. Foley, Jr. ("Employee"), an individual who resides at 10114 S. Maplewood, Tulsa, OK 74137 and Dollar Thrifty Automotive Group, Inc., a Delaware corporation ("DTG"), with its principal place of business located at Tulsa, Oklahoma.

PURPOSE:

DTG has informed Employee that effective October 13, 2008, Employee’s position as Senior Executive Vice President and Chief Operating Officer has been eliminated and Employee’s services are no longer required. In order to achieve a final and amicable resolution of the employment relationship in all its aspects, and in consideration of the mutual covenants and promises herein contained, including the waiver and release of rights and claims by Employee as set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee and DTG agree as follows:

1. SEPARATION DATE.

1.1 Separation. Employee's employment with DTG shall cease October 13, 2008 (the "Separation Date").

2. COVENANTS AND OBLIGATIONS OF DTG.

2.1 Salary Continuation. Commencing on the Separation Date, DTG will provide Employee twenty-six and 34/100s (26.34) weeks of salary continuation (the “Salary Continuation Period”) payable bi-weekly at the base bi-weekly rate of pay of $14,166.00 in effect as of the Separation Date. The base rate of pay shall not include any increase, adjustment or allowance to regular earnings unless otherwise specifically provided for in this Agreement. Each bi-weekly salary continuation payment is subject to all applicable federal, state and local taxes and assessments, which will be withheld by DTG. Employee may not contribute to the 401(k) Plan subsequent to the Separation Date.

2.2 Continuing Health Care Benefits. Employee’s separation from DTG on the Separation Date shall be a “qualifying event” as such term is defined under COBRA. During the Salary Continuation Period, instead of Employee paying full COBRA premiums during such period, (1) DTG shall pay the amount of any COBRA premiums in excess of the amount that was deducted from Employee’s bi-weekly salary payment prior to the Separation Date to maintain group health care benefits and (2) Employee shall only pay an amount equal to that amount which was deducted from Employee’s bi-weekly salary payment prior to the Separation Date to maintain group health care benefits (the “Co-pay Amount”). The Co-pay Amount to be paid by Employee in the preceding sentence shall be billed to Employee by DTG’s third party COBRA service provider. In order to maintain the group health care benefits pursuant to the preceding sentence, Employee must elect COBRA benefits and must timely pay the Co-pay Amount.

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If the Employee has not timely executed this Agreement as set forth in Section 3.4 below or has executed but revoked this Agreement as set forth in Section 3.5 below, this Agreement shall not be enforceable or effective and DTG shall have no obligation to pay the expense of continuing health care benefits and Employee shall be obligated to pay the full amount of any COBRA premiums to maintain continuing health care coverage as provided under COBRA. The failure by Employee to timely pay either the Co-pay Amount or the full amount of the COBRA premiums will result in the termination of continuing health care benefits under COBRA. In the event that Employee has elected COBRA and paid the full amount of any COBRA premiums prior to this Agreement becoming effective, DTG shall, subsequent to and in a reasonably prompt manner, reimburse to Employee the amount of such COBRA premiums that Employee paid which DTG would otherwise had been responsible to cover in excess of the Co-pay Amount in the second sentence of this Section.

2.3 Exec-U-Care. Exec-U-Care benefits will be provided to Employee during the period from the Separation date through December 31, 2008.

2.4 DTG Vehicle.

2.4.1 Continued Use. DTG agrees that Employee may continue to use the DTG vehicle assigned to Employee (the “Vehicle”) as of the Separation Date until 5:00 p.m. (Tulsa time) on December 1, 2008, at which time and date Employee shall return such Vehicle to DTG’s headquarters in Tulsa, Oklahoma or at such other DTG location as reasonably agreed upon by DTG should Employee reside outside of the Tulsa area. The obligation to return the Vehicle is subject to whether Employee has exercised the option to purchase the Vehicle, as set forth below, in which event Employee shall have no obligation to return the purchased Vehicle. The continued use of the Vehicle shall be upon the same terms and conditions set forth in the policy governing such use by Employee prior to the Separation Date. In connection with such use, DTG shall continue to impute the bi-weekly lease value for the Vehicle, as of the Separation Date, and shall prorate any partial calendar weeks and deduct all applicable taxes.

2.4.2 Lump Sum Payment.  In lieu of the continued use of the Vehicle for a period from December 1, 2008 through the last day of the Salary Continuation Period, DTG agrees to pay Employee $3,626.00 on December 12, 2008. The payment in the preceding sentence shall be subject to all applicable federal, state and local taxes and assessments, which will be withheld by DTG.

2.4.3 Purchase Option. Employee shall have the option to purchase the Vehicle, on or before December 1, 2008 at the greater of the fair market value of such Vehicle, as determined by DTG in its sole discretion, or the net book value.

2.5 Target (Performance) Shares. The following provisions shall govern shares of restricted Common Stock of DTG granted under the Performance Share Grant Agreements specified below (collectively, such shares of restricted DTG Common Stock referred to as “Target Shares”).

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2.5.1 2006 Grant.       In accordance with the terms of that certain Performance Share Grant Agreement dated effective February 1, 2006 between DTG and Employee (“2006 Agreement”), 13,365 Target Shares were granted to Employee. The 2006 Target Shares shall be prorated as of the Separation Date such that 12,417 Target Shares are not forfeited under the 2006 Agreement and 948 Target Shares are forfeited. Notwithstanding any provision in the 2006 Agreement to the contrary, the non-forfeited Target Shares shall be deemed fully vested as of the Effective Date. DTG shall issue Employee a stock certificate representing non-forfeited Target Shares under the 2006 Agreement on the same date upon which DTG executives are issued stock certificates for non-forfeited 2006 Target Shares, subject to applicable federal, state and other tax withholdings.

2.5.2 2007 Grant.       In accordance with the terms of that certain Performance Share Grant Agreement dated effective February 1, 2007 pursuant to which 10,200 Target Shares were granted to Employee, no payout or award shall be made.

2.5.3 2008 Grant.       In accordance with the terms of that certain Performance Share Grant Agreement dated effective February 1, 2008 pursuant to which 22,529 Target Shares were granted to Employee, no payout or award shall be made.

2.6 Ayco Financial Counseling Services. In connection with the financial counseling services provided by The Ayco Company, L.P. to DTG, subsequent to the Separation Date and continuing through December 31, 2008, Employee shall continue to receive financial counseling services during the Salary Continuation Period and DTG shall continue to bear the expense of such services provided to Employee by The Ayco Company, L.P.

2.7 Stock Options. Pursuant to those certain Stock Option Agreements between Employee and DTG (“Stock Option Agreement”), any vested, non-qualified stock options granted pursuant to each applicable Stock Option Agreement which have not been exercised as of the Separation Date shall be exercisable for a period of six (6) months from the Separation Date, but not later than the expiration date of a stock option. Any non-vested, non-qualified stock options granted pursuant to each applicable Stock Option Agreement shall automatically expire on the Separation Date.

2.8 Paid Time-Off. DTG will pay Employee paid time-off (“PTO”) pay in an amount equal to  256 hours, less:  (1) applicable federal, state, and local taxes and assessments required to be withheld by DTG and (2) any PTO hours used by Employee prior to the Separation Date and that are pending processing as of the Separation Date (“PTO Pay”). The total hours of PTO Pay were calculated pursuant to Policy No. HUM25 – Paid Time Off that addresses the payment of PTO hours upon termination of employment. The PTO Pay shall be paid regardless of Employee’s decision whether to execute this Agreement and in accordance with applicable state law on or following the Separation Date.

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2.9 Employee Travel Expenses. Employee shall promptly and properly complete, in accordance with DTG’s travel reimbursement policy, and submit to DTG, Travel Expense Reports for all outstanding travel expenses eligible for reimbursement as of the Separation Date, notwithstanding the decision of Employee to execute this Agreement. Incomplete or improperly documented Travel Expense Reports may, at the sole discretion of DTG, be rejected as to payment and returned to Employee for completion. Any Travel Expense Report not timely submitted or rejected twice for lack of or missing documentation shall automatically be deemed as rejected for payment.

2.10 Neutral Job Reference. DTG agrees whenever in the future it receives a request for information or reference regarding Employee’s employment with DTG, DTG will provide only neutral employment information verifying the position Employee held, the dates of Employee’s employment and that Employee’s position was eliminated in connection with a reduction in force.

2.11 Vehicle Non-revenue Rentals. During the Salary Continuation Period, Employee shall be entitled to rent vehicles for Employee’s personal use on a non-revenue basis from Dollar and Thrifty branded rental facilities operated by DTG and it subsidiaries, or licensees of such subsidiaries.

2.12 Outplacement Services. DTG will provide Employee with professional outplacement/career transition assistance by Career Development Service, Inc. pursuant to that certain letter dated November 4, 2008, for a period of six (6) months from the Effective Date at DTG’S sole expense.

3. RELEASE OF CLAIMS, COVENANTS AND OBLIGATIONS OF EMPLOYEE.

3.1 Director and Officer Resignations. Employee shall resign all director and officer positions held by Employee in subsidiaries and affiliates of DTG, if any, as of the Separation Date.

3.2 Release of All Claims. It is the intention of the parties hereto that execution of this Agreement will forever bar any and all claims of whatsoever kind and nature by reason of any matter, cause or thing occurring, done or omitted to be done from the beginning of the world until the date of the execution of this Release as set forth more fully below, including without limitation any and all claims arising from or related to Employee's employment with DTG through the Effective Date, known or suspected to exist now, and those which are unknown and not suspected to exist now, except: (i) those related to the parties' future performance under this Agreement and pursuant to that certain Indemnification Agreement dated effective May 20, 2005 between Employee and DTG (“Indemnification Agreement”), and (ii) any claims arising after the execution of this Agreement.

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In exchange for the additional consideration provided herein, including, but not limited to, the continuing benefits to be provided and payments to be made by DTG pursuant to Sections 2.3, 2.4 and 2.6, which Employee acknowledges is over and above any benefits Employee may be entitled to receive under company guidelines, Employee, on behalf of Employee’s self and Employee’s heirs, executors, representatives, administrators, successors and assigns, does hereby fully, finally, irrevocably and forever unconditionally release, acquit and discharge DTG and its subsidiaries and affiliates, and their respective officers, directors, stockholders, employees, representatives, attorneys, successors and assigns, and all persons acting by, through, under or in concert with any of them, from any and all claims, demands, liabilities, obligations, rights, controversies, actions, causes of action, damages, costs, losses, debts, accounts, charges and expenses (including all statutory and common law claims for attorneys’ fees and costs), of whatsoever kind and nature, whether known or unknown, whether in law or equity and whether arising under federal, state or local law which Employee may have, now or in the future, by reason of any matter, cause or thing occurring, done or omitted to be done from the beginning of the world until the date of the execution of this Release, including without limitation any claim arising out of or related to Employee's employment with DTG and termination of employment with DTG, which Employee acknowledges was for nondiscriminatory reasons, except as excluded in the preceding paragraph (collectively, the “Claims”). With the foregoing release and waiver, Employee knowingly and willingly waives all present and future Claims that might or could have been asserted on or behalf of Employee, up to and including the date of this Agreement.

The foregoing includes, without limitation, any Claims that Employee may have against DTG under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e et seq.; the Civil Rights Act of 1991; the Civil Rights Act of 1866 and/or 1871; the National Labor Relations Act, as amended, by 29 U.S.C. §§ 151 et seq.; the Age Discrimination In Employment Act of 1967, as amended, 29 U.S.C. §§621 et seq.; the Older Workers Benefits Protection Act of 1990; the Fair Labor Standard Act of 1938, as amended, 29 U.S.C. §§201; Executive Order 11246, the Equal Pay Act of 1963; the Employment Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§1001 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. §§701 et seq.; the Americans with Disabilities Act of 1990; 42 U.S.C. §12101 et seq.; the Family and Medical Leave Act of 1993, any other federal, state, or local constitution, statute, law, ordinance or regulation; any claims for severance pay (including without limitation any claim for severance related to incentive or bonus compensation), incentive or bonus payments, accrued holiday pay, accrued vacation pay; health, medical, or life insurance benefits; distribution of money under any retirement, profit sharing, or 401K plans; and any and all common-law causes of action for wrongful termination, wrongful termination in violation of public policy, retaliatory discharge, tortious discharge, breach of express or implied contract, promissory or equitable estoppel, detrimental reliance, breach of covenant of goodfaith and fair dealing, libel, slander, loss of consortium, invasion of privacy, negligence, defamation, outrageous conduct, or intentional or negligent infliction of emotional distress.

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Except to the extent permissible under the Age Discrimination in Employment Act, Employee also agrees not to initiate any action against DTG to assert or institute any such Claims nor authorize or assist any party, governmental or otherwise, to institute any Claims for damages via administrative or legal proceedings or otherwise against DTG. DTG and Employee agree that the signing of this Agreement does not waive any claims arising after the execution of this Agreement and does not waive any claims arising under the Indemnification Agreement. In addition, nothing in this Release is intended to interfere with the Employee’s right to file a charge with the Equal Employment Opportunity Commission in connection with any claim the Employee believes Employee may have against DTG. However, by executing this Release, the Employee hereby waives the right to recover in any proceeding that the Employee may bring before the Equal Employment Opportunity Commission or any state human rights commission or in any proceeding brought by the Equal Employment Opportunity Commission or any state human rights commission on the Employee’s behalf.

3.3 Release of ADEA and OWBPA Claims. Employee further acknowledges and agrees that the foregoing release and waiver set forth in Section 3.2 above includes, without limitation, any and all claims for rights or claims Employee may have against DTG under Age Discrimination In Employment Act of 1967, as amended, 29 U.S.C. §§621 et seq. (“ADEA”); the Older Workers Benefits Protection Act of 1990 (“OWBPA”) and any analogous federal, state, or local constitution, statute, law, ordinance, or regulation; arising from or related to Employee’s employment with DTG, including, but not limited to, attorneys’ fees, related costs and interest.

3.4 Right to Consider and Decisional Unit Information.  Employee was provided with this Agreement on October 13, 2008. Employee is a member of the decisional unit discussed in the paragraph below and is hereby informed that the terms of this Agreement shall be open for acceptance by Employee for a period of forty-five (45) calendar days from the date set forth in the preceding sentence, during which time Employee may consider whether to accept DTG’s offer and to execute this Agreement. In addition, Employee is hereby advised to consult with an attorney of Employee’s choice before executing this Agreement, to ensure Employee fully and thoroughly understands it. Employee may utilize all or any portion of this forty-five (45) days’ period. DTG and Employee agree that any changes, whether material or immaterial, made to the terms and conditions of this Agreement subsequent to the date set forth in the first sentence of this Section and agreed to by the parties, shall not restart the running of the forty-five (45) days’ period. If Employee does not timely execute this Agreement within the forty-five (45) days’ period this Agreement shall not be enforceable or effective and DTG shall have no further obligation hereunder. Should Employee execute this Agreement, Employee shall mail the executed Agreement to the following:

Lynne Pritchard

Vice President – Human Resources

Dollar Thrifty Automotive Group, Inc.

5330 East 31^st Street

Tulsa, OK 74135

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In connection with Employee’s decision whether to accept DTG’s offer of severance benefits in exchange for the waiver and release set forth in Sections 3.2 and 3.3 above by executing this Agreement, Employee was also provided with a document entitled “Separation Information” which sets forth the decisional unit within DTG’s organizational structure from which DTG chose employees who would be offered severance benefits in exchange for the waiver and release set forth in Sections 3.2 and 3.3 and those who would not be offered severance benefits in exchange for the waiver and release. In addition, Employee is informed that the document entitled “Separation Information” also sets forth a list of all job titles and ages of persons in the decisional unit who were and were not selected for separation and the offer of severance benefits as consideration for signing a Separation Agreement containing a release and waiver of ADEA and OWBPA rights.

3.5 Right to Revoke Agreement and Effective Date. Employee is also informed that for seven (7) calendar days following the execution of this Agreement by Employee, Employee may revoke this Agreement by informing Lynne Pritchard, Vice President – Human Resources, in writing, of Employee’s intent to revoke this Agreement, at the address set forth in Section 3.4 above. If Employee does not advise DTG in writing within such seven (7) days’ period of Employee’s intent to revoke this Agreement, this Agreement shall become effective and enforceable upon the expiration of the seven (7) days’ period (the “Effective Date”). Employee acknowledges that DTG shall have no obligation under this Agreement whatsoever in the event of any revocation by Employee.   

3.6 Non-Disclosure of Confidential Information. In exchange for the consideration of the payments, other compensation and benefits to be provided by DTG pursuant to this Agreement, Employee acknowledges that Employee has had access to Confidential Information, as defined below, and Employee agrees to maintain the confidentiality and privileged nature of Confidential Information, and shall not disclose or cause to be disclosed, directly or indirectly, any such Confidential Information, nor use the same for personal benefit, without the prior written approval of DTG in each instance. The term "Confidential Information" means non-public and proprietary information relating to DTG, its subsidiaries and affiliates, including, but not limited to, operating, business, marketing, financial and technical information, regardless of its form, including, but not limited to, manufacturer fleet pricing, lease and fleet programs pricing and terms, local marketing and sales accounts, customer information and lists, corporate rates, retail pricing, contracts, vehicle supply agreements, or other information important to the competitive position of DTG, its subsidiaries or affiliates, that is not otherwise in the public domain, that is furnished by DTG, its subsidiaries or affiliates and their respective representatives, or otherwise obtained by Employee through the performance of Employee’s job position, observation or analysis of such Confidential Information. Confidential Information does not include information which is or becomes generally available to the public other than as a result of disclosure by Employee.

3.7 Non-Solicitation of DTG Employees. In consideration of the payments payable pursuant to Section 2.1 and those other obligations and covenants set forth in Sections 2.2 through 2.6, Employee hereby agrees Employee will not, during the Salary Continuation Period, for any reason, directly or indirectly, for Employee’s self or on behalf of or in conjunction with any person, partnership or corporation (other than DTG), as an officer, director, employee, agent, shareholder, owner, consultant, advisor, or manager of any firm, organization, agency, or other corporate or legal entity induce, entice, hire, or attempt to hire or employ any employee of DTG, its subsidiaries or affiliates.

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3.8 Employment by Competitor. Employee shall promptly notify DTG in writing that Employee has during the Salary Continuation Period, directly or indirectly become employed by, contracted to provide consulting services or advice to, or purchased or acquired an ownership interest in a rental car company (other than the purchase of publicly-traded securities representing less than 2% of the total ownership interest of any such entity) with national operations in the United States in competition with DTG. Employee acknowledges and agrees that upon the occurrence of those events specified in the preceding sentence, DTG shall have the unilateral right to terminate the performance of the continuing salary payments specified in Section 2.1 above along with those other obligations and covenants set forth in Sections 2.2 through 2.6.

3.9 DTG’s Property. On the Separation Date, Employee shall return to DTG any laptop computer, cell phone pager, wireless devices, all credit cards, files and other property issued to, received or prepared by Employee during Employee’s employment, except the Vehicle.

3.10 Employee Representations and Warranties. Employee represents that Employee has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim embraced in this Agreement or any portion thereof or interest therein.

3.11 DTG Vehicle. Employee shall timely return and surrender the Vehicle as set forth in Subsection 2.4.1 above. If Employee has timely executed this Agreement as set forth in Section 3.4 but revoked this Agreement as set forth in Section 3.5 above before December 1, 2008, Employee shall immediately return and surrender the Vehicle to the DTG location specified in Subsection 2.4.1 without further demand by DTG on or before 5:00 p.m. (Central time) on the date of the letter revoking this Agreement.

3.12 Cooperation. Employee acknowledges and agrees that in consideration of the payments to be made by DTG and those other obligations and covenants set forth herein, upon the prior reasonable request of DTG and/or its representatives, Employee shall cooperate and make Employee’s self available to render assistance in the defense or prosecution of, or to prepare and testify as a witness in, any lawsuit, administrative action, arbitration or other legal or administrative proceeding to which DTG or its subsidiaries or affiliates may be a party. DTG shall bear the responsibility for and promptly reimburse the costs of Employee’s reasonable transportation, meals and overnight lodging to the extent such cooperation requires travel, upon presentation of receipts for charges incurred, as follows:

3.12.1 Travel from Tulsa Area. Travel outside a radius of sixty (60) miles from DTG’s corporate headquarters at 5330 East 31^st Street, Tulsa, Oklahoma.

3.12.2 Travel to Tulsa. Travel to Tulsa, Oklahoma in the event Employee relocates Employee’s primary residence outside a radius of sixty (60) miles from DTG’s corporate headquarters at 5330 East 31^st Street, Tulsa, Oklahoma.

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3.12.3 Travel to Other Cities. Travel to other cities, excluding Tulsa, Oklahoma, outside of the geographical boundaries of the city in which Employee then resides provided that Employee relocates Employee’s primary residence outside a radius of sixty (60) miles from DTG’s corporate headquarters at 5330 East 31^st Street, Tulsa, Oklahoma.

3.12.4 Payment for Services. DTG agrees to pay Employee the sum of $1,500.00 per day for services of Employee to assist in the defense or prosecution of any lawsuit, administrative action, arbitration or other legal or administrative proceeding to which DTG or its subsidiaries or affiliates may be a party (“Legal Proceeding”) provided that such assistance is not related to Employee preparing to testify or testifying in any Legal Proceeding or may otherwise be construed as the payment of a witness fee.

4. TERMINATION OF DTG’S COVENANTS AND OBLIGATIONS.

4.1 Termination of DTG’s Obligations and Covenants. In the event that Employee, during the Salary Continuation Period breaches the covenants set forth in Sections 3.6 through 3.8, 3.12, 5.1 and 5.2, or notifies DTG of a relationship with a competitor as set forth in Section 3.8, then DTG’s obligations and covenants set forth in Sections 2.1 through 2.6, to the extent that such obligations and covenants remain outstanding to be performed by DTG, shall immediately cease, shall not be enforceable and DTG shall have no further obligations or covenants to Employee as otherwise set forth in the aforementioned Sections. DTG shall provide written notice to Employee upon the cessation of its obligations pursuant to this Section.

5. MUTUAL COVENANTS

5.1 Mutual Non-Disparagement. In consideration of the agreements contained herein, Employee and DTG will not criticize the other, and to the extent applicable, DTG’s subsidiaries, affiliates, officers, directors or employees, or their respective products or services, and will not say or publish anything that would tend to place the other and, to the extent applicable, DTG’s subsidiaries, affiliates, officers, directors or employees, in a bad or false light. Further, Employee agrees that Employee will take no actions which would or which would be likely to interfere with the existing contractual relationships of DTG and its subsidiaries and affiliates.

5.2 Confidential Agreement. The parties acknowledge that the fact and terms of this Agreement shall be confidential and agree that its terms shall not be disclosed in whole or in part by any party, except such disclosures which may be compelled by legal process or are necessary to enforce the rights of either party under the Agreement. The parties further acknowledge that prior to executing this Agreement, Employee was advised to discuss the terms of this Agreement with Employee’s attorney, immediate family members, or other financial or personal advisors and that such prior consultation shall not comprise a violation of Employee's obligation to maintain the confidentiality of this Agreement. Further, any continuing consultation by Employee with Employee’s immediate family members, attorney, or other financial or personal advisor shall not comprise a violation of Employee's obligation to maintain the confidentiality of this Agreement.

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6. EMPLOYEE ACKNOWLEDGEMENTS

6.1 Acknowledgements. Employee hereby acknowledges as follows:

6.1.1 Employee was provided with this Agreement on the date first set forth in Section 3.4 above.

6.1.2 EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS THE MEANING AND INTENT OF ALL OF THE PROVISIONS AND TERMS OF THIS AGREEMENT, INCLUDING THE FINAL AND BINDING EFFECT OF THE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AND THE WAIVER OF RIGHTS.

6.1.3 Employee understands that Employee’s decision to sign and execute this Agreement is strictly voluntary.

6.1.4 Employee has been advised by DTG to consult with an attorney before signing this Agreement and to review this Agreement with Employee’s advisors.

6.1.5 Employee has been given a period of up to forty-five (45) calendar days’ period within which to consider and make a decision to execute this Agreement.

6.1.6 Employee understands that for a period of seven (7) calendar days following Employee’s signing this Agreement, Employee may revoke this Agreement by notifying DTG pursuant to Section 3.5, in writing, of Employee’s desire to do so. Employee understands that after the seven (7) days’ period has elapsed, this Agreement shall become effective and enforceable.

6.1.7 Employee was provided with the document entitled Separation Information, attached as Exhibit A, which contains decisional unit information together with a list of all job titles and ages of persons in the decisional unit who were and were not selected for separation and the offer of severance benefits as consideration for signing a Separation Agreement containing a release and waiver of ADEA and OWBPA rights.

6.1.8 Employee does not waive any rights or claims that may arise after the date this Agreement is executed.

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6.1.9 No representative of DTG has made any other representation or promise to Employee regarding the terms and conditions of Employee’s employment or the termination of Employee’s employment with DTG other than those contained in this Agreement.

7. GENERAL TERMS

7.1 No Admission of Liability. It is understood and agreed by Employee and DTG that this Agreement and compliance with this Agreement shall not in any way be construed as an admission, directly or by implication, of any liability whatsoever on the part of DTG, its subsidiaries, and their officers, directors, stockholders, agents, representatives, employees and/or attorneys, of any violation of any federal, state or local constitution, law, statute, ordinance or regulation; any contractual right, common law contract or tort claims; or any other duty or obligation owed to Employee.

7.2 Amendments. This Agreement may only be amended in a writing signed by both a duly authorized representative of DTG and Employee.

7.3 Captions. Captions to sections in this Agreement have been inserted solely for the sake of convenient reference and are without any substantive effect.

7.4 Entire Agreement. This Agreement contains the full and entire agreement between the parties hereto relating to the subject matter of this Agreement and supersedes and annuls any and all prior or contemporaneous agreements, contracts, promises, statements, negotiations, manifestations of intention, and/or representations, made on or before the date hereof other than made herein, whether oral or written, express or implied, if any, relating to the subject matter hereof. No promises, agreements or representations have been made in connection with this Agreement, nor have any promises, agreements or representations been relied upon by either Employee or DTG in executing this Agreement, except the agreements as specifically set forth herein.

7.5 Governing Law. All questions pertaining to the validity, construction, execution and performance of this Agreement will be construed in accordance with and governed by the laws of the State of Oklahoma.

7.6 Severability. If any one or more provisions in this Agreement or the application thereof to any party or circumstance is held to be invalid or unenforceable, the validity, legality and enforceability of the remainder of this Agreement, or the application of such provision to parties or circumstances other than those as to which it is invalid or unenforceable, will not be affected or impaired thereby, and each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

7.7 Binding Nature. This Agreement shall be binding upon and inure to the benefit of each party’s individual or collective heirs, successors, executors, agents, representatives, administrators or assigns, as applicable.

7.8 Attorneys' Fees. If suit shall be brought by a party hereto because of the breach of any other covenant herein contained on the part of the other party hereto to be kept or performed, except as prohibited by the ADEA, OWBPA and the regulations promulgated thereunder, the breaching party shall pay to the other party all expenses incurred therefore, including, without limitation, reasonable attorney's fees, court costs and expenses, other professional fees, witness fees, and all costs of execution or collection of any judgment against breaching party.

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IN WITNESS WHEREOF, Employee and DTG, having read the foregoing and having understood and agreed to the terms of this Agreement, hereby voluntarily affix their signatures to this Agreement on the dates set forth below their names.

"Employee" “DTG”

Dollar Thrifty Automotive Group, Inc.

By: By:

John J. Foley, Jr. Lynne Pritchard

Vice President – Human Resources

Dated:    ___________________________ , 2008 Dated:  _____________________ , 2008

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EX-10

Exhibit 10.210

Umbrella 409A Amendment

WHEREAS Dollar Thrifty Automotive Group, Inc. (the “Company”) maintains the Amended and Restated Long-Term Incentive Plan and Director Equity Plan (as amended and restated effective March 23, 2005) (the “Plan”);

WHEREAS, pursuant to the Plan, the Company granted, pursuant to certain award agreements (the “Award Agreements”) Performance Shares and/or Performance Units in 2006, 2007 and 2008 (the “Affected Performance Shares”);

WHEREAS the Award Agreements documenting the issuing of the Affected Performance Shares contain the following provision: “Compliance with Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code and the grant hereunder and the terms of this Agreement shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that the grant is subject to Section 409A of the Code, it shall be granted and issued in a manner that will comply with Section 409A of the Code, including any Guidance. Any provision of this Agreement that would cause the grant or issuance to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance)”; and

WHEREAS the Company has determined that it is necessary to amend the Award Agreements for participants who are or may become eligible for Retirement (as defined in the Plan) prior to the scheduled vesting date of the applicable Performance Shares in order to bring the applicable Award Agreements into documentary compliance with Section 409A of the Code prior to December 31, 2008.

NOW, THEREFORE, be it resolved that to the extent an Affected Performance Share has been granted to an individual who was at the time of the grant or becomes during the applicable Performance Period, eligible for Retirement (as defined in the Plan), payment for such Affected Performance Shares shall be made no later than 90 days following the event that triggers payment (either the last day of the Performance Period, the termination of the grantee’s employment or the occurrence of a Change in Control, as applicable).

APPROVED by the Board of Directors of Dollar Thrifty Automotive Group, Inc., effective December 9, 2008.

EX-10

Exhibit 10.211

AMENDED AND RESTATED

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

DEFERRED COMPENSATION PLAN

(Effective December 9, 2008)

AMENDED AND RESTATED

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

DEFERRED COMPENSATION PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE

1.1         Establishment. Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), hereby amends and restates effective December 9, 2008 the Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan which was first adopted on December 28, 1994 and subsequently amended (the “Original Plan”).

1.2         Purpose. The purpose of this Plan is to provide Eligible Employees the ability to defer payment of compensation earned and/or granted by DTAG, to provide such Eligible Employees with a degree of flexibility in their financial planning and to encourage such Eligible Employees to remain in DTAG’s employ.

1.3         ERISA Status. This Plan is intended to qualify for the exemptions provided under Title I of ERISA for plans that are not tax-qualified and that are maintained primarily to provide deferred compensation for a select group of management or highly compensated employees as defined in Section 201(2) of ERISA.

1.4         Compliance With Section 409A. DTAG intends this Plan to meet the requirements of Section 409A of the Code (“Section 409A”) and final Section 409A Regulations (the “Regulations”) and further intends that this Plan be operated in compliance with those requirements. All provisions of this Plan shall be interpreted accordingly, and the Administrator shall always administer this Plan and amend it as necessary to so comply, to the extent permitted by law.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following definitions shall apply unless a different meaning is clearly required by the context of this Plan:

2.1          “Account” means the recordkeeping accounts maintained in the name of a Participant to which Deferred Amounts and any income, earnings or losses thereon are recorded pursuant to the provisions of Article VII.

2.2          “Administrator” means the individual(s) or entity appointed by DTAG to carry out the administration of this Plan, and to serve as the agent for DTAG with respect to the Trust as contemplated by the agreement establishing the Trust. In the event the Administrator has not been appointed, or resigns from a prior appointment, DTAG shall be deemed to be the Administrator.

1

2.3       “Adoption Agreement” means the Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan Adoption Agreement signed by DTAG and any Affiliate to establish this Plan, which contains all the options selected by DTAG and the Affiliate. The Adoption Agreement may be amended from time to time.

2.4       “Affiliate” means any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes DTAG.

2.5       “Base Salary” means the Participant’s annualized gross rate of salary, including commissions, paid before any deductions of any kind whatsoever and excluding overtime, bonuses and other extraordinary compensation.

2.6       “Beneficiary” means the person, persons, trust, or other entity designated by a Participant on a beneficiary designation form adopted or heretofore adopted by the Administrator to receive benefits, if any, under this Plan at such Participant’s death pursuant to Section 6.3.

2.7 “Board” or “Board of Directors” means the board of directors of DTAG.

2.8       “Bonus” means the Participant’s cash performance bonus(es) which may be paid during each calendar year before any deductions of any kind whatsoever.

2.9 “Change in Control” means:

(a)       a change in ownership as defined in Section 1.409A-3 of the Regulations so that a change in ownership will not occur unless one person, or more than one person acting as a group, acquires ownership of stock of DTAG or an Affiliate that, together with other stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the DTAG stock; or

(b)       a change in the effective control of DTAG as defined in Section 1.409A-3 of the Regulations so that a change in effective control will not occur unless a majority of members of the DTAG Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the DTAG Board of Directors prior to the date of the appointment or election; or

(c)       a change in the ownership, as defined in Section 1.409A-3 of the Regulations, of a substantial portion of DTAG’s assets so that a change in ownership will not occur unless one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from DTAG that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all the DTAG assets immediately prior to the acquisition or acquisitions;

provided, that the following events shall not constitute a Change of Control:

(a)       The acquisition of shares of Voting Stock by DTAG or any of its majority or wholly-owned subsidiaries; or

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(b)       The acquisition of shares of Voting Stock by any employee benefit plan (or trust) sponsored or maintained by DTAG.

As used herein, the term “Voting Stock” means capital stock of DTAG of any class or kind ordinarily having the power to vote

2.10 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.11     “Deferred Amount” means the portion of a Participant’s Base Salary, Bonus and/or Equity Award which the Participant elects to defer pursuant to Article IV and any discretionary contributions pursuant to Article V. Deferred Amounts shall be determined by reference to the Plan Year in which the Participant performs the services for which the Base Salary, Bonus or Equity Award is paid or awarded, regardless of when such Base Salary, Bonus or Equity Award is actually paid or awarded.

2.12 “Director” means any member of the Board.

2.13     “Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. “Disability” shall also have the meaning given to the term by any long-term disability plan maintained by DTAG. The degree of Disability shall be supported by medical evidence satisfactory to the Administrator.

2.14     “Discretionary Contribution” means a contribution made by DTAG to a Participant’s Account pursuant to Section 5.1 of this Plan.

2.15     “Election” means an affirmative election made by an Eligible Employee on a deferral election form provided by the Administrator with respect to which the Eligible Employee may elect Deferred Amounts under this Plan.

2.16     “Eligible Employee” means an employee who is designated by the Administrator as belonging to a “select group of management or highly compensated employees,” as such phrase is defined under ERISA, and who is designated by the Administrator to be eligible to participate in this Plan by reason or being in Job Grade 40 or higher.

2.17     “Equity Award” means any equity compensation or equity-based compensation awarded to a Participant by DTAG.

2.18     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.19     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.20  “Grandfathered Deferrals” shall have the meaning set forth in Section 9.1 herein.

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2.21        “Participant” means an Eligible Employee who has Deferred Amounts credited to an Account under this Plan or, where appropriate, a Beneficiary of the Participant.

2.22        “Plan” means this Amended and Restated Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan, as amended from time to time.

2.23        “Plan Year” means the 12-month period beginning on January 1^st and ending on December 31^st.

2.24         “Regulations” means the final regulations promulgated under the Code, as amended from time to time.

2.25        “Separation From Service” means termination of employment due to the Participant’s death, retirement, or other termination of the Participant’s employment with DTAG. There is no Separation From Service, however, as a result of military leave, sick leave or other bona fide leave of absence of six (6) months or less or longer periods if the individual’s right to re-employment with DTAG is provided either by statute or by contract, unless a separation from service would occur for purposes of Section 409A of the Code.

2.26         “Trust” means a “grantor trust” as defined in Section 671 of the Code, commonly referred to as a “Rabbi Trust,” which has been established by DTAG to provide a source of funding for amounts deferred hereunder and constitutes the legal agreement between DTAG and the Trustee

2.27 “Trustee” means Bank of Oklahoma, N.A.

2.28 “Valuation Date” means the close of business at the end of each calendar quarter.

2.29       “Year of Service” means the active employment with DTAG for twelve (12) consecutive months.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

The Administrator shall provide any Eligible Employee selected for participation in this Plan with notice of eligibility and permit such Eligible Employee the opportunity to make an Election pursuant to Article IV. Notice may be given at the time and in the manner as the Administrator may determine. All determinations regarding eligibility for participation in this Plan will be made by the Administrator. The determinations of the Administrator will be final and binding. An Eligible Employee who has made an Election under this Plan, or such Eligible Employee’s Beneficiary as the case may be, shall continue as a Participant as long as there is a balance credited to the Participant’s Account.

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ARTICLE IV

ELECTIVE DEFERRALS

4.1       Deferrals. Eligible Employees may make elective deferrals with respect to the following sources in accordance with the provisions of this Article IV:

(a) Bonus. An Eligible Employee may elect to defer up to 100% of the Eligible Employee’s Bonus that may be awarded by DTAG.

(b) Base Salary. An Eligible Employee may elect to defer up to 50% of the Eligible Employee’s Base Salary as long as such deferral does not reduce such Eligible Employee’s Base Salary below an amount necessary to satisfy applicable employment withholding tax obligations, benefit plan contributions, and income tax withholding obligations.

(c) Equity Awards. An Eligible Employee may elect to defer up to 100% of the Eligible Employee’s Equity Award that may be awarded by DTAG.

4.2       Timing of Deferral Election. Except as may be permitted by Section 409A or the Regulations (including as set forth in Section 4.4), the Election to defer shall apply only to Base Salary, Bonus and Equity Awards for services rendered during the Plan Year or Plan Years which commence following the Plan Year in which the Election is made. Election forms must be completed and filed before the December 31 preceding the beginning of the Plan Year or Plan Years in which the Participant will render the services for which the Base Salary, Bonus or Equity Award will be paid. Eligible Employees who are selected to participate in this Plan for the first time during a Plan Year, however, will be permitted, pursuant to Section 1.409A-2 of the Regulations, to file an Election form at least fifteen (15) days prior to the date participation in this Plan is scheduled to commence. The Election for the new Participant will be effective only with respect to compensation for services rendered after the Election is filed, starting with the first full pay period after the Election.

4.3       Electing the Time and Form of Payment. The Election for compensation earned in each Plan Year must specify the time and form of payment of the Deferred Amount, and the Election must be irrevocable before the end of the permissible period for making the Election. A form of payment may be a lump-sum payment or an installment payment.

4.4       Election for Performance Based Compensation. Pursuant to Section 1.409A-2 of the Regulations, in the case of any performance-based compensation, an initial deferral Election may be made with respect to such performance-based compensation no later than the date that is six (6) months before the end of the performance period. In order to qualify for this election, the Participant must perform services continuously from a date no later than the date upon which the performance criteria are established through a date no earlier than the date upon which the Participant makes the initial deferral Election. Performance-based compensation is compensation as defined in Section 1.409A-1 of the Regulations and means compensation, the amount of or entitlement to which is contingent on the satisfaction of pre-established organizational or individual performance criteria established by the Human Resources and Compensation Committee of the Board relating to a performance period of at least twelve (12) consecutive months in which the Participant performs services.

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4.5       Change in Payment Elections Pursuant to IRS Notice 2007-86. Pursuant to IRS Notice 2007-86, a Participant may make new payment elections on a Payment Election Form with respect to the time and form of payment of amounts deferred under this Plan, provided that such new payment election is made on or before December 31, 2008, and provided further that (i) the new election may apply only to amounts that would not otherwise be payable in 2008, and (ii) may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.

ARTICLE V

DISCRETIONARY CONTRIBUTIONS

5.1       In General. DTAG shall always have the right to make Discretionary Contributions to a Participant’s Account under the Trust and designate the contribution as a Deferred Amount subject to the provisions of this Plan.

5.2       Designation of Time and Form of Payment. If a Participant is not provided with an opportunity to elect the time or form of payment of a Discretionary Contribution or any other Deferred Amount, DTAG must specify the time and form of payment of such Deferred Amount pursuant to Section 1.409A-2(a)(2) of the Regulations no later than the time when the Participant has a legal right to the compensation.

ARTICLE VI

PAYMENT OF BENEFITS

6.1 Payment Upon Certain Events.

(a) Unless distributed in accordance with the other terms of this Plan or as required by Section 409A, payment of a Participant’s vested Account shall be made as described below and in accordance with the Participant’s Election form no later than 90 days following the first to occur of (i) the Participant’s Separation From Service for any reason within the meaning of Section 1.409A-1 of the Regulations, (ii) the date the Participant is determined by the Administrator to have incurred a Disability within the meaning of Section 1.409A-3 of the Regulations, (iii) a fixed date as described below, (iv) the Participant’s death, (v) the occurrence of an unforeseeable emergency as described below, or (vi) upon a Change in Control.

(b) If a payment is made on account of an unforeseeable emergency, only the amount necessary to meet the emergency will be paid pursuant to Section 6.5. The balance of the Participant’s account, if any, will be paid upon the first to occur of the other events listed in Section 6.1(a).

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6.2       Time and Form of Benefit Payment. On an Election form, a Participant shall elect the form of the payments to be either:

(a) Lump Sum or Installment Payments.

(i) a single lump-sum payment; or

(ii) annual installments over a period, up to ten (10) years, elected by the Participant on the Election form, the amount of each installment to equal the balance of the Participant’s Account immediately prior to the installment divided by the number of installments remaining to be paid.

This Election is effective for the Plan Year in which it is made and for all succeeding Plan Years, unless amended by the Participant. Any amendment will be effective only for the first Plan Year beginning after the date on which the Election form containing the amendment is filed with the Administrator.

(b) Delayed Payments to Specified Employees. Payments to a Participant who is a “specified employee”, as defined in Section 1.409A-1 of the Regulations, as of the date of separation from service, may not be made on account of separation from service before the date that is six (6) months after the date of separation from service or, if earlier, the date of death of the specified employee. Payments to which the specified employee Participant would otherwise be entitled during the six-month delay period will be paid to the Participant as soon as practicable after the end of the six-month delay together with any earnings accrued in the Participant’s Account during the delay.

6.3       Payment to Beneficiary. If a Participant dies with a balance credited to the Participant’s Account, the then current vested balance of the Participant’s Account shall be paid to the Participant’s Beneficiary in a form elected by the Participant on the Participant’s Election form under either of the following options:

(a) a single lump-sum payment; or

(b) annual installments over a period, up to ten (10) years, elected by the Participant, the amount of each installment to equal the balance of the Participant’s Account immediately prior to the installment divided by the number of installments remaining to be paid.

Any designation of Beneficiary and form of payment shall be made by the Participant on an Election form filed with the Administrator. The designation of the Beneficiary may be changed by the Participant at any time by filing another Election form containing the revised instructions. Any change to form of payment must be made pursuant to Section 6.4. If no Beneficiary is designated or no designated Beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to the Participant’s lineal descendants per stirpes in a single lump-sum payment. If no spouse or lineal descendant survives the Participant, payment shall be made in a single lump-sum payment to the Participant’s estate.

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In the event a distribution is to be made to a minor, then the Administrator may direct that such distribution be paid to the legal guardian, or if none, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains the Beneficiary’s residence, or to the custodian for such Beneficiary under the Uniform Transfers to Minor Act (or similar applicable statute); if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge DTAG, the Administrator and Trustee from further liability on account thereof.

6.4       Changes in Time or Form of Payment. The Administrator, in its sole discretion, may permit a Participant, upon written request to the Administrator, to delay a payment or change the form of payment if the conditions set out in Section 1.409A-2 of the Regulations are met. Those conditions include the following: (i) the election to delay or change may not take effect until at least twelve (12) months after the date on which the election is made, (ii) if the payment is to be made for a reason other than the Participant’s death, Disability or unforeseeable emergency, the payment must be deferred for no less than five (5) years from the date the payment would otherwise have been received, and (iii) if the payment would otherwise be made at a specified time or pursuant to a fixed schedule, the election to change the date or form of the payment must be made at least twelve (12) months before the scheduled payment date.

6.5       Unforeseeable Emergency. If the Participant experiences an unforeseeable emergency, payment of the Participant’s Account, or part thereof, may only occur with the approval of the Administrator subject to the following conditions:

(a) The Participant or Participant’s representative must submit a written request to the Administrator which states the reason necessitating the early payment and provides documentation that the financial hardship caused by the unforeseeable emergency cannot be satisfied by other assets;

(b) The Administrator must determine, pursuant to Section 1.409A-3 of the Regulations, that payment is justified because of an unforeseeable emergency. An unforeseeable emergency is a severe financial hardship of the Participant or the Participant’s Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse or the Participant’s or Beneficiary’s dependent, as defined in Section 152(a) of the Code. An unforeseeable emergency would also include the loss of the Participant’s or Beneficiary’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. Distributions because of an unforeseeable emergency must be limited to the amount reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay any income tax or penalties reasonably anticipated to result from the distribution, all as set out and explained in Section 1.409A-3 of the Regulations;

(c) The need to send a Participant’s child to college or the desire to purchase a residence shall not be considered emergencies for purposes of this Section 6.5;

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(d) The decision whether to allow an emergency withdrawal from the Participant’s Account shall be made in the sole and absolute discretion of the Administrator; and

(e) In the event a Participant receives an emergency payment, all deferrals elected for such Plan Year shall cease, and the Participant shall not be eligible to participate in this Plan for the balance of the Plan Year.

6.6       Accelerated Payments. In general, a scheduled payment may not be accelerated, but the Administrator may permit the following accelerated payments to the extent allowed under Section 1.409A-3 of the Regulations:

(a) Payments necessary to comply with a domestic relations order, but this provision is not intended to override or diminish the prohibitions and restrictions on alienation of benefits contained elsewhere in this Plan;

(b) Payments necessary to comply with a certificate of divestiture (as defined in Section 1043(b)(2) of the Code);

(c) Payments necessary to pay the FICA Amount, as defined in Section 1.409A-3 of the Regulations and the income tax withholding related to the FICA Amount;

(d) Payments of Deferred Amounts that are currently included in income as a result of a failure to comply with the requirements of Section 409A.

6.7       Delayed Payments. In general, a scheduled payment may not be delayed, but the payment will be delayed pursuant to Section 1.409A-2(b)(5) of the Regulations under the following circumstances:

(a) If DTAG’s tax deduction for the payment would be limited or eliminated by the application of Section 162(m) of the Code, provided that payment of the Deferred Amount shall be made at the earliest date when the tax deduction will not be limited or eliminated or, if earlier, in the calendar year in which the Participant separates from service; provided however, that if the Participant is a Specified Employee payment shall not be made on account of the Separation From Service any earlier than six months after the Separation From Service;

(b) If the payment would jeopardize the ability of DTAG to continue as a going concern, provided that the payment shall be made as soon as the payment would not have such a result;

(c) If the payment would violate Federal securities law or other applicable law, provided that the payment shall be made as soon as the payment would not result in such a violation; or

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(d) If the payment is prescribed in generally applicable guidance published in the Internal Revenue Bulletin, it may be delayed in the discretion of the Administrator.

ARTICLE VII

ACCOUNTS AND INVESTMENT

7.1       Establishment of Account. There shall be established and maintained by DTAG a separate Account reflecting the elective deferrals and discretionary contribution amounts in the name of each Participant. These Accounts represent DTAG’s obligations to the Participants. They do not represent assets of this Plan or the Participant. DTAG shall contribute an amount equal to the amount deferred by or on behalf of each Participant to a Trust. The assets of the Trust will always be subject to the claims of DTAG’s creditors and will otherwise conform to the requirements of Section 409A of the Code. The Administrator may direct the Trustee to maintain and invest separate Trust accounts corresponding to each Participant’s Account. The Administrator shall provide each Participant with a quarterly statement of each Participant’s Account.

7.2       Balance of Account. The balance of each Participant’s Account shall include Deferred Amounts plus income and gains credited with respect to the investments in the Account within the Trust. Gains and losses from the investments shall adjust the Participant’s Account balance. The balance of each Participant’s Account shall be determined as of each Valuation Date as determined by the Administrator.

7.3       Investments and Investment Recommendations. The assets of the Trust shall be invested in such investments as the Trustee shall determine under the Trust. The Trustee may receive investment recommendations from the Participant or DTAG, on a form provided by the Administrator, as to investments in the Participant’s Account, but the final investment decisions rest with the Trustee, subject to guidelines provided by DTAG.

7.4 Vesting.

(a) Elective Deferrals. Subject to the conditions and limitations on payment of benefits under this Plan, a Participant shall always have a fully vested and non-forfeitable beneficial interest in the balance standing to the credit of the Participant’s Account attributable to the Participant’s elective deferrals in the Participant’s Account under Article IV above, and any income, earnings or losses thereon.

(b) Discretionary Contributions. Subject to the conditions and limitations on payment of benefits under this Plan, a Participant shall vest in the balance in the Participant’s Account attributable to the DTAG’s discretionary contributions under Article V above at the rate of twenty percent (20%) after one Year of Service, and an additional twenty percent (20%) for each additional Year of Service. For purposes of vesting, a Participant’s service with a predecessor employer of DTAG shall count. Upon a Participant’s death or Disability or upon a Change in Control, or upon DTAG’s insolvency as described in Section 9.5, a Participant’s Account shall become fully vested.

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7.5       Account Statements. The Administrator shall provide each Participant with a statement of the status of the Participant’s Account under this Plan. The Administrator shall provide such statement quarterly or at such other times as the Administrator may determine. Account statements shall be in the format prescribed by the Administrator.

ARTICLE VIII

ADMINISTRATION

8.1       Administration. This Plan shall be administered, construed and interpreted by the Administrator. The Administrator shall have the sole authority and discretion to determine eligibility for benefits and to construe the terms of this Plan. The determinations by the Administrator as to any disputed questions arising under this Plan, including the eligibility to become a Participant in this Plan and the amounts of benefits under this Plan, and the construction and interpretation by the Administrator of any provision of this Plan, shall be final, conclusive and binding upon all persons including Participants, their beneficiaries, DTAG and its stockholders and employees.

8.2       Indemnification and Exculpation. DTAG agrees to indemnify and hold harmless any Individual serving as the Administrator or as a member of a committee designated as Administrator (including any Eligible Employee or former Eligible Employee who previously served as Administrator or as a member of such committee) against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with DTAG’s written approval) or paid by them in satisfaction of a judgment in any such action, suit or proceeding. The foregoing provisions shall not be applicable to any person if the loss, cost, liability or expense is due to such person’s gross negligence or willful misconduct.

8.3       Rules of Conduct. The Administrator shall adopt rules for the conduct of its business and the administration of this Plan as the Administrator considers desirable, provided they do not conflict with the provisions of this Plan.

8.4       Legal, Accounting, Clerical and Other Services. The Administrator may authorize one or more of DTAG’s employees or any agent to act on its behalf and may contract for legal, accounting, clerical and other services to carry out this Plan. DTAG shall pay all expenses of the Administrator.

8.5       Records of Administration. The Administrator shall keep or designate another party to keep records reflecting the administration of this Plan which shall be subject to audit by DTAG.

8.6 Expenses. The expenses of administering this Plan shall be borne by DTAG.

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8.7 Claims Review Procedures. The following claim procedures shall apply:

(a) Denial of Claim. If a claim for benefits is wholly or partially denied, the claimant shall be given notice in writing of the denial within a reasonable time after the receipt of the claim, but not later than ninety (90) days after the receipt of the claim. However, if special circumstances require an extension, written notice of the extension shall be furnished to the claimant before the termination of the 90-day period. In no event shall the extension exceed a period of ninety (90) days after the expiration of the initial 90-day period. The notice of the denial shall contain the following information written in a manner that may be understood by a claimant:

(i) The specific reasons for the denial;

(ii) Specific reference to pertinent Plan provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the claimant to perfect his claim and an explanation of why such material or information is necessary;

(iv) An explanation that a full and fair review by the Administrator of the denial may be requested by the claimant or his authorized representative by filing a written request for a review with the Administrator within sixty (60) days after the notice of the denial is received; and

(v) If a request for review is filed, the claimant or his authorized representative may review pertinent documents and submit issues and comments in writing within the 60-day period described in Section 8.7(a)(iv).

(b) Decisions After Review. The decision of the Administrator with respect to the review of the denial shall be made promptly and in writing, but not later than sixty (60) days after the Administrator receives the request for the review. However, if special circumstances require an extension of time, a decision shall be rendered not later than one hundred twenty (120) days after the receipt of the request for review. A written notice of the extension shall be furnished to the claimant prior to the expiration of the initial 60-day period. The claimant shall be given a copy of the decision, which shall state, in a manner calculated to be understood by the claimant, the specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

(c) Other Procedures. Notwithstanding the foregoing, the Administrator may, in its discretion, adopt different procedures for different claims without being bound by past actions. Any procedures adopted, however, shall be designed to afford a claimant a full and fair review of the claimant’s claim and shall comply with applicable regulations under ERISA.

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8.8       Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in Section 8.7 shall be final and binding on all parties. No legal action for benefits under this Plan shall be brought unless and until the claimant has exhausted the claimant’s remedies under Section 8.7. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was arbitrary, capricious or an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

8.9       Effect of Administrator Action. This Plan shall be interpreted by the Administrator in accordance with the terms of this Plan and their intended meanings. However, the Administrator shall have the discretion to make any findings of fact needed in the administration of this Plan, and shall have the discretion to interpret or construe ambiguous, unclear or implied (but omitted) terms in any fashion they deem to be appropriate in their sole judgment. Except as stated in Section 8.8, the validity of any such finding of fact, interpretation, construction or decision shall not be given de novo review if challenged in court, by arbitration or in any other forum, and shall be upheld unless clearly arbitrary or capricious. To the extent the Administrator has been granted discretionary authority under this Plan, the Administrator’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. If any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Administrator in its sole and exclusive judgment, the provision shall be considered ambiguous and shall be interpreted by the Administrator in a fashion consistent with its intent, as determined by the Administrator in its sole discretion. DTAG, without the need for the Board’s approval, may amend this Plan retroactively to cure any such ambiguity. This Section may not be invoked by any person to require this Plan to be interpreted in a manner which is inconsistent with its interpretation by the Administrator. All actions taken and all determinations made in good faith by the Administrator shall be final and binding upon all persons claiming any interest in or under this Plan.

ARTICLE IX

GENERAL PROVISIONS

9.1       Grandfathered Deferrals. Notwithstanding anything herein to the contrary, all deferrals made pursuant to this Plan in which the Participant was vested as of December 31, 2004, (“Grandfathered Deferrals”) shall be governed solely by the terms of the Plan as they existed on October 3, 2004 (attached hereto as Exhibit A). Unless otherwise expressly stated, in no event shall any amendments to the Plan be deemed to modify the terms and conditions of the Grandfathered Deferrals. It is intended that the Grandfathered Deferrals shall not be subject to Section 409A of the Code pursuant to Section 1.409A-6 of the Regulations.

9.2       Effect on Other Plans. Deferred Amounts shall not be considered as part of a Participant’s compensation for the purpose of any qualified defined contribution or defined benefit plan maintained by DTAG in the Plan Year in which any deferral occurs under this Plan, and such amounts will not be considered under DTAG’s qualified defined contribution or defined benefit plans in the Plan Year in which payment occurs.

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9.3       Conditions of Employment Not Affected by Plan. The establishment and maintenance of this Plan shall not be construed as conferring any legal rights upon any Participant to the continuation of employment with DTAG, nor shall this Plan interfere with the rights of DTAG to discharge any Participant with or without cause.

9.4       Restrictions on Alienation of Benefits. No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or the Participant's Beneficiary under this Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right to a benefit hereunder, then, such right or benefit shall cease and terminate.

9.5       Funding. The benefits described in this Plan are obligations of DTAG to pay compensation for services, and shall constitute a liability to the Participants and/or their Beneficiaries in accordance with the terms hereof. All amounts paid under this Plan shall be paid from the Trust, and the Participants and/or their Beneficiaries shall be unsecured creditors of DTAG and beneficiaries of the Trust, subject to the DTAG’s “insolvency”, meaning that DTAG is unable to pay its debts as they become due, or DTAG is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. Benefits shall be reflected on DTAG’s accounting records but shall not be construed to create, or require the creation of, a trust, custodial or escrow account except with respect to the Trust defined hereunder and in existence. No Participant shall have any right, title or interest whatever in or to any investment reserves, accounts, funds or assets that DTAG may purchase, establish or accumulate to aid in providing the benefits described in this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust or a fiduciary relationship of any kind between DTAG and a Participant or any other person except with respect to the Trust defined hereunder and in existence. Neither a Participant nor the Beneficiary of a Participant shall acquire any interest hereunder greater than that of an unsecured creditor of DTAG and beneficiary of the Trust subject to its terms.

9.6       Tax Consequences Not Guaranteed. DTAG does not warrant that this Plan will have any particular tax consequences for Participants or Beneficiaries and shall not be liable to them if tax consequences they anticipate do not actually occur. DTAG shall have no obligation to indemnify a Participant or Beneficiary for lost tax benefits (or other damage or loss) in the event this Plan is amended or terminated as permitted under Article X.

9.7       Construction. Except when otherwise indicated by the context, the definition of any term in the singular shall also include the plural.

9.8       Severability. If any provision of this Plan is held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had never been contained therein. DTAG shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment.

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9.9       Tax Withholding. DTAG may withhold from a payment or accrued benefit or from the Participant’s other compensation any federal, state, or local taxes required by law to be withheld with respect to such payment or accrued benefit and such sums as DTAG may reasonably estimate as necessary to cover any taxes for which DTAG may be liable and which may be assessed with regard to Deferred Amounts or payments under this Plan or Trust.

9.10      Articles and Section Titles and Headings. The titles and headings at the beginning of each Article and Section shall not be considered in construing the meaning of any provisions in this Plan.

9.11      Governing Law. This Plan is subject to ERISA, but is exempt from most parts of ERISA since it is an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees. In no event shall any references to ERISA in this Plan be construed to mean that this Plan is subject to any particular provisions of ERISA. This Plan shall be governed and construed in accordance with federal law and the laws of the State of Delaware, except to the extent such laws are preempted by ERISA.

9.12       Adoption By Affiliates. With the consent of DTAG, any Affiliate of DTAG may adopt this Plan for the benefit of its Eligible Employees by executing a document evidencing said intent and will of such Affiliate.

ARTICLE X

AMENDMENT AND TERMINATION

10.1       Amendment and Termination. The Administrator may amend, modify or terminate this Plan at any time and in any manner. No amendment may reduce the Account balance of any Participant at the time of such amendment or accelerate the timing of payments due under this Plan except as provided below, unless such amendment is made to comply with any law or regulation. In the event of a termination of this Plan, no further deferrals shall be made under this Plan. Any and all amendments to and any termination of the Plan, including without limitation terminations pursuant to Sections 10.2, 10.3 and 10.4, must be made in compliance with Section 409A of the Code.

10.2       Termination After Change in Control. If a Change in Control occurs, the Administrator may terminate this Plan within thirty (30) days preceding or the twelve (12) months following the Change in Control. In the event of a termination associated with a Change in Control, Participant Accounts in this Plan and all similar DTAG plans shall be distributed by the Trust in a lump sum within twelve (12) months following the termination.

10.3       Termination After Corporate Dissolution. The Administrator may terminate this Plan within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under this Plan are distributed by the Trust to the Participants and included in their taxable income within the time limits specified for such terminations in the Regulations under Section 409A.

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10.4       DTAG Decision To Terminate Plan. DTAG may terminate this Plan provided that DTAG terminates all of its deferral arrangements that would be aggregated with this Plan pursuant to Section 409A of the Code, and further provided that no payments of Deferred Amounts are made within twelve (12) months of the termination other than payments that would otherwise be payable under this Plan if this Plan had not been terminated, and provided further that payments by the Trust of all remaining Deferred Amounts are made within twenty-four (24) months of the termination, and provided further that DTAG does not adopt any new deferral arrangement that would be aggregated with any terminated arrangement at any time within five years following the date of termination. The Administrator, in its sole discretion, may determine upon a Plan termination, whether or not to fully vest the Participant’s Accounts which are not yet fully vested under Section 7.4 above, so long as any accelerated vesting upon Plan termination is permitted under Section 409A of the Code and the Regulations.

IN WITNESS WHEREOF, DTAG has caused this instrument to be executed by its duly authorized officer effective as of December 9, 2008.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation

Date: ____________________, 2008 By:___________________________________

Scott L. Thompson

President and CEO

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EX-10

Exhibit 10.212 

DOLLAR THRIFTY AUTOMOTIVE GROUP INC.

SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

AND DIRECTOR EQUITY PLAN

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 9, 2008)

TABLE OF CONTENTS

Page

1. Establishment and Purpose 1

2. Definitions 1

3. Shares Available Under the Plan 6

4. Option Rights 7

5. Appreciation Rights 9

6. Restricted Stock 11

7. Restricted Stock Units 12

8. Performance Shares and Performance Units 13

9. Awards to Non-Employee Directors 14

10. Other Awards 15

11. Transferability 16

12. Adjustments 16

13. Change in Control 17

14. Fractional Shares 18

15. Withholding Taxes 18

16. Foreign Employees 19

17. Administration of the Plan 19

18. Amendments, Etc 20

19. Detrimental Activity 21

20. Governing Law 22

21. Termination 22

22. Compliance with Section 409A of the Code 22

23. General Provisions 22

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

AND DIRECTOR EQUITY PLAN

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 9, 2008)

1. Establishment and Purpose.

(a)       Establishment. The Long-Term Incentive Plan was adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc., a Delaware corporation, on December 11, 1997, was amended by the First Amendment on September 29, 1998 and was further amended by the Second Amendment on May 25, 2000 (the “Original Plan”). Effective as of March 23, 2005, the Original Plan was amended and restated in its entirety, and was adopted by shareholders on May 20, 2005. Effective as of December 9, 2008 the Plan is amended and restated in its entirety. Grants or awards made under the Original Plan shall continue to be governed by the terms of such grants and awards and the Original Plan.

(b)       Purpose. The purpose of the Dollar Thrifty Automotive Group, Inc. Amended and Restated Long-Term Incentive Plan and Director Equity Plan is to attract and retain officers and other key employees for Dollar Thrifty Automotive Group, Inc. and its Subsidiaries and to motivate and provide to such persons incentives and rewards for superior performance, and to enhance shareholder value. The purpose is also to attract and retain Non-Employee Directors and to provide compensation in the form of equity to align their interests with those of shareholders.

2. Definitions. As used in this Plan,

(a)       “Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and will include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.

(b)       “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem Appreciation Right.

(c)       “Board” means the Board of Directors of the Company and, to the extent of any delegation by the Board to a committee (or subcommittee thereof) pursuant to Section 17 of this Plan, such committee (or subcommittee).

(d) “Change in Control” has the meaning provided in Section 13 of this Plan.

(e)       “Code” means the Internal Revenue Code of 1986, and related Treasury Regulations, as amended from time to time.

(f)        “Common Shares” means the shares of common stock, par value $.01 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 12 of this Plan.

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(g)       “Company” means Dollar Thrifty Automotive Group, Inc., a Delaware corporation.

(h)       “Covered Employee” means a Participant who is, or is determined by the Board to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

(i)        “Date of Grant” means the date specified by the Board on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units or a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 10 of this Plan will become effective (which date will not be earlier than the date on which the Board takes action with respect thereto).

(j) “Detrimental Activity” means:

(i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Participant has had any direct responsibility during the last two years of his or her employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity.

(ii) Soliciting any employee of the Company or a Subsidiary to terminate his or her employment with the Company or a Subsidiary.

(iii) The disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company’s or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Participant during his or her employment with the Company or its Subsidiaries or while acting as a consultant for the Company or its Subsidiaries thereafter.

(iv) The failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries.

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(v) Activity that results in Termination for Cause. For the purposes of this Section, “Termination for Cause” shall mean a termination:

(A) due to the Participant’s willful and continuous gross neglect of his or her duties for which he or she is employed, or

(B) due to an act of dishonesty on the part of the Participant constituting a felony resulting or intended to result, directly or indirectly, in his or her gain for personal enrichment at the expense of the Company or a Subsidiary.

(vi) Any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Participant acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.

(vii) Conduct by a Participant, including errors, omissions or fraud, that caused or partially caused the need for the restatement of any financial statements or financial results of the Company.

(k) “Director” means a member of the Board of Directors of the Company.

(l)        “Disability” means permanent and total disability within the meaning of Section 22(e)(3) of the Code.

(m)      “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Board that sets forth the terms and conditions of the awards granted, which may be in an electronic medium, may be limited to notation on the books and records of the Company and, with the approval of the Board, need not be signed by a representative of the Company or a Participant.

(n)       Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(o)       “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right.

(p)       “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

(q) “Incumbent Board” has the meaning set forth in Section 13(a)(v).

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                              (r)        “Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Board, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend credits and other awards pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management Objectives may be made relative to the performance of other companies. The Management Objectives applicable to any award to a Covered Employee will be based on specified levels of or growth in one or more of the following criteria:

1. earnings before interest and taxes;

2. earnings before interest, taxes, depreciation and amortization;

3. net income;

4. revenues;

5. earnings per share;

6. pre-tax profit;

7. pre-tax profit margin;

8. cash flow;

9. return on equity;

10. return on investment;

11. return on assets;

12. stock price;

13. total shareholder return;

14. economic value added;

15. performance against business plan;

16. customer service;

17. market share;

18. profit per vehicle;

19. employee satisfaction;

20. quality; and

21. vehicle utilization.

If the Board determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, notwithstanding any loss of deduction under Section 162(m) of the Code to the Company, the Board may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Board deems appropriate and equitable. Further, on or before the Date of Grant, in connection with the establishment of Management Objectives, the Board may exclude the impact on performance of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items and the cumulative effects of changes in tax law or accounting principles, as such are defined by generally accepted accounting principles or the Securities and Exchange Commission.

(s)       “Market Value Per Share” of the Common Shares on a given date shall be based upon either (i) if the Common Shares are listed on a national securities exchange or quoted in an interdealer quotation system, the last sales price or, if unavailable, the average of the closing bid and asked prices per Common Share on such date (or, if there was no trading or quotation in the Common Shares on such date, on the next preceding date on which there was trading or quotation) as provided by one of such organizations or (ii) if the Common Shares are not listed on a national securities exchange or quoted in an interdealer quotation system, the price will be equal to the Company’s fair market value, as determined by the Board in good faith based upon the best available facts and circumstances at the time.

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(t)        “Non-Employee Director” means a person who is a “non-employee director” of the Company within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act.

(u)       “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.

(v)       “Option Price” means the purchase price payable on exercise of an Option Right.

(w)      “Option Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 or Section 9 of this Plan.

(x) “Original Plan” has the meaning set forth in Section 1(a) of this Plan.

(y)       “Participant” means a person who is selected by the Board to receive benefits under this Plan and who is at the time an officer or other key employee of the Company or any one or more of its Subsidiaries, or who has agreed to commence serving in any of such capacities within 90 days of the Date of Grant, and will also include each Non-Employee Director who receives Common Shares or an award of Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units or other awards under this Plan. The term “Participant” shall also include any person who provides services to the Company or a Subsidiary that are equivalent to those typically provided by an employee.

(z)       “Performance Period” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.

(aa)     “Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

(bb)     “Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded or such other value as is determined by the Board pursuant to Section 8 of this Plan.

(cc)     “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).

(dd)     “Plan” means this Dollar Thrifty Automotive Group, Inc. Amended and Restated Long-Term Incentive Plan and Director Equity Plan.

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(ee)     “Restricted Stock” means Common Shares granted or sold pursuant to Section 6 or Section 9 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.

(ff)      “Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 or Section 9 of this Plan.

(gg)     “Restricted Stock Unit” means an award made pursuant to Section 7 or Section 9 of this Plan of the right to receive Common Shares or cash at the end of a specified period.

(hh)     “Spread” means the excess of the Market Value Per Share on the date when an Appreciation Right is exercised, or on the date when Option Rights are surrendered in payment of the Option Price of other Option Rights, over the Option Price or Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.

(ii)       “Subsidiary” means a corporation, company or other entity (1) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

(jj)       “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right.

(kk)     “Ten Percent Shareholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.

(ll)       “Voting Stock” means the then-outstanding securities entitled to vote generally in the election of Directors.

3. Shares Available Under the Plan.

(a)        Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Stock and released from substantial risks of forfeiture thereof, (iii) as Restricted Stock Units, (iv) in payment of Performance Shares or Performance Units that have been earned, (v) as awards to Non-Employee Directors, or (vi) as awards contemplated by Section 10 of this Plan will not exceed in the aggregate 660,000 Common Shares, plus (i) any Common Shares that remained available for issuance or transfer under the Original Plan, (ii) any Common Shares that remained available for issuance or transfer under the Plan, and (iii) any shares relating to awards heretofore or hereafter made, whether granted, reserved and outstanding under this Plan or the Original Plan, that expire or are forfeited (including Performance Shares) or are cancelled. Common Shares covered by an award granted under this Plan shall not be counted as used unless and until they are actually issued and delivered to a Participant.

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Without limiting the generality of the foregoing, upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein: (A) shares tendered in payment of the Option Price of a Option Right shall not be added to the aggregate plan limit described above; (B) shares withheld by the Company to satisfy the tax withholding obligation shall not be added to the aggregate Plan limit described above; (C) shares that are repurchased by the Company with Option Right proceeds shall not be added to the aggregate plan limit described above; and (D) all shares covered by an Appreciation Right, to the extent that it is exercised and shares are actually issued to the Participant upon exercise of the right, shall be considered issued or transferred pursuant to this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

(b)       Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 12 of this Plan, (i) the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 1,500,000 Common Shares; and (ii) during any calendar year, no Participant will be granted:

A. Option Rights in excess of 285,000 Common Shares;

B. Appreciation Rights in excess of 285,000 Common Shares;

C. Performance Shares that specify Management Objectives in excess of 160,000 Common Shares;

D. Restricted Stock that specifies Management Objectives in excess of 80,000 Common Shares;

E. Restricted Stock Units that specify Management Objectives in excess of 80,000 Common Shares; and

F. Performance Units that specify Management Objectives having an aggregate maximum value as of their respective Dates of Grant in excess of $7,100,000.

4.         Option Rights. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

(a)       Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan.

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(b)       Each grant will specify an Option Price per share, which may not be less than the Market Value Per Share on the Date of Grant.

(c)       Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee for at least six (6) months (or such shorter period as may be possible without triggering negative accounting treatment) (or other consideration authorized pursuant to Section 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) any other legal consideration that the Board may deem appropriate on such basis as the Board may determine in accordance with this Plan, or (iv) by a combination of such methods of payment. No fractional Common Shares will be issued or accepted.

(d)       To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.

(e)       Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.

(f)        Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable and may provide for the earlier exercise of such Option Rights in the event of a Change in Control.

(g)       Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights, in which case such grant will specify that, before the Option Rights will become exercisable, the Board must certify that the Management Objectives have been satisfied.

(h)       Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

(i)        The Board may, at or after the Date of Grant of any Option Rights (other than Incentive Stock Options), provide for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent basis, provided that any such dividend equivalent shall be structured in such a manner that complies with Section 409A of the Code.

(j)        The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan.

(k)       No Option Right will be exercisable more than 10 years from the Date of Grant.

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(l)        The Board reserves the discretion at or after the Date of Grant to provide for (i) the payment of a cash bonus at the time of exercise; (ii) the availability of a loan at exercise, to the extent permitted by applicable law; and (iii) the right to tender in satisfaction of the Option Price nonforfeitable, unrestricted Common Shares, which are already owned by the Optionee and have a value at the time of exercise that is equal to the Option Price.

(m)      The Board may substitute, without receiving Participant permission, Appreciation Rights paid only in Common Shares (or Appreciation Rights paid in Common Shares or cash at the Board’s discretion) for outstanding Options provided, that the terms of the substituted Appreciation Rights are the same as the terms for the Options and the difference between the Market Value Per Share of the underlying Common Shares and the Base Price of the Appreciation Rights is equivalent to the difference between the Market Value Per Share of the underlying Common Shares and the Option Price of the Options.

(n)       Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award shall be subject to this Plan and shall contain such terms and provisions as the Board may approve.

(o)       The Board may provide for termination of an Option Right in the case of termination of employment or directorship or any other reason.

(p)       An Option Right granted hereunder may be exercisable, in whole or in part, by written notice delivered in person or by mail to the Secretary of the Company at its principal office, specifying the number of Common Shares to be purchased and accompanied by payment thereof and otherwise in accordance with the Evidence of Award pursuant to which the Option Right was granted.

5. Appreciation Rights.

(a)       The Board may authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the Company an amount determined by the Board, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Option Rights; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an amount determined by the Board, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

(b)       Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives.

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(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Board at the Date of Grant.

(iii) Any grant may specify waiting periods before exercise and permissible exercise dates or periods.

(iv) Any grant may specify that such Appreciation Right may be exercised only in the event of, or earlier in the event of, a Change in Control.

(v) Any grant may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis, provided that any such dividend equivalent shall be structured in such a manner that complies with Section 409A of the Code.

(vi) Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights, in which case such Appreciation Rights will specify that, before the Appreciation Rights will become exercisable, the Board must certify that the Management Objectives have been satisfied.

(vii) Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if applicable), and contain such other terms and provisions, consistent with this Plan, as the Board may approve.

(c)       Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation.

(i) In the case of a Tandem Appreciation Right granted in relation to an Incentive Stock Option to an employee who is a Ten Percent Shareholder on the date of such grant, the amount payable with respect to each Tandem Appreciation Right shall be equal in value to the applicable percentage of the excess, if any, of the Market Value Per Share on the exercise date over the Base Price of the Tandem Appreciation Right, which exercise price shall not be less than 110 percent of the Market Value Per Share on the date the Tandem Appreciation Right is granted.

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(d) Regarding Free-Standing Appreciation Rights only:

(i) Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which will be equal to or greater than the Market Value Per Share on the day immediately preceding the Date of Grant;

(ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and

(iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.

6.         Restricted Stock. The Board may authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)       Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

(b)       Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value Per Share at the Date of Grant.

(c)       Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period of not less than three (3) years (which may include pro-rata or graded vesting over such period) to be determined by the Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control or other similar or event; provided, however, that the three-year substantial risk of forfeiture period may be reduced in the case of (i) grants to newly hired Participants to replace forfeited awards from a prior employer, (ii) grants that are a form of payment for earned Performance Shares or Performance Units or (iii) grants, as provided in Section 6(e).

(d)       Each such grant or sale will provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).

(e)       Any such grant or sale may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. Each grant or sale may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of Restricted Stock on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. Such grant or sale will specify that, before the Restricted Stock will be earned and paid, the Board must certify that the Management Objectives have been satisfied.

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(f)        Any such grant or sale may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional shares of Restricted Stock, which may be subject to the same restrictions as the underlying award.

(g)       Each grant or sale will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Board may approve. Unless otherwise directed by the Board, all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Common Shares.

(h)       A Participant may make the election under Section 83(b) of the Code with respect to any award of Restricted Stock.

7.         Restricted Stock Units. The Board may authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

(a)       Each such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the Restriction Period as the Board may specify.

(b)       Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value Per Share at the Date of Grant.

(c)       Each such grant or sale made to a Participant who is (i) an officer or other key employee will be subject to a Restriction Period of not less than three (3) years (which may include pro-rata or graded vesting over such period) or (ii) a Non-Employee Director or not an officer or other key employee will be subject to a Restriction Period of not less than six (6) months, as determined by the Board at the Date of Grant, and may provide for the earlier lapse or other modification of such Restriction Period in the event of a Change in Control, provided that for such purposes a Change in Control shall not be deemed to occur unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.

(d)       During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Restricted Stock Units and will have no right to vote them, but the Board may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on either a current or deferred or contingent basis, either in cash or in additional Common Shares.

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(e)       Each such grant or sale will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Board may approve.

8.         Performance Shares and Performance Units. The Board may authorize the granting of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)       Each such grant specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such adjustment will be made in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(b)       The Performance Period with respect to each Performance Share or Performance Unit will be such period of time (not less than six (6) months), as determined by the Board at the Date of Grant which may be subject to earlier lapse or other modification in the event of a Change in Control or other similar or event; provided, however, that the six-month Performance Period may be reduced in the case of grants to newly hired Participants to replace forfeited awards from a prior employer.

(c)       Any such grant will specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and will set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. Such grant will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied.

(d)       Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives.

(e)       Any such grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Board at the Date of Grant. Any grant of Performance Units may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Board at the Date of Grant.

(f)        The Board may, at or after the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof on either a current or deferred or contingent basis, either in cash or in additional Common Shares, provided that any such dividend equivalent shall be structured in such a manner that complies with Section 409A of the Code.

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(g)       Each such grant will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Board may approve.

9.         Awards to Non-Employee Directors. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Non-Employee Directors of Option Rights, Appreciation Rights or other awards contemplated by Section 10 of this Plan and may also authorize the grant or sale of Common Shares, Restricted Stock or Restricted Stock Units to Non-Employee Directors.

(a)       Each grant of Option Rights awarded pursuant to this Section 9 will be upon terms and conditions consistent with Section 4 of this Plan and will be evidenced by an Evidence of Award in such form as will be approved by the Board. Each grant will specify an Option Price per share, which will not be less than the Market Value Per Share on the day immediately preceding the Date of Grant. Each such Option Right granted under this Plan will expire not more than 10 years from the Date of Grant and will be subject to earlier termination as hereinafter provided. Unless otherwise determined by the Board, such Option Rights will be subject to the following additional terms and conditions:

(i) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan.

(ii) If a Non-Employee Director subsequently becomes an employee of the Company or a Subsidiary while remaining a member of the Board, any Option Rights held under this Plan by such individual at the time of such commencement of employment will not be affected thereby.

(iii) Option Rights may be exercised by a Non-Employee Director only upon payment to the Company in full of the Option Price of the Common Shares to be delivered. Such payment will be made (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Non-Employee Director for at least six (6) months (or such shorter period as may be possible without triggering negative accounting treatment) (or other consideration authorized pursuant to Section 9(b)) having a value at the time of exercise equal to the total Option Price, (iii) any other legal consideration that the Board may deem appropriate on such basis as the Board may determine in accordance with this Plan, or (iv) by a combination of such methods of payment. No fractional Common Shares will be issued or accepted.

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(b)       To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.

(c)       Each grant or sale of Appreciation Rights pursuant to this Section 9 will be upon terms and conditions consistent with Section 5 of this Plan.

(d)       Each grant or sale of Restricted Stock pursuant to this Section 9 will be upon terms and conditions consistent with Section 6 of this Plan.

(e)       Each grant or sale of Restricted Stock Units pursuant to this Section 9 will be upon terms and conditions consistent with Section 7 of this Plan.

(f)        Non-Employee Directors may be granted, sold, or awarded other awards as contemplated by Section 10 of this Plan.

(g)       Non-Employee Directors, pursuant to this Section 9, may be awarded, or may be permitted to elect to receive, pursuant to procedures established by the Board, all or any portion of their annual retainer, meeting fees or other fees in Common Shares in lieu of cash.

10. Other Awards.

(a)       The Board may, subject to limitations under applicable law, grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Board, and awards valued by reference to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Board shall determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, Common Shares, other awards, notes or other property, as the Board shall determine.

(b)       Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 10 of this Plan.

(c)       The Board may grant Common Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Board.

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11. Transferability.       

(a)       Except as provided in Section 11(b) and 11(c) below, no Option Right, Appreciation Right or other derivative security granted under this Plan shall be transferable by the Participant except by will or the laws of descent and distribution or, except with respect to an Incentive Stock Option, pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act). Except as otherwise determined by the Board, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.

(b)       Notwithstanding Section 11(a) above, an Option Right, Appreciation Right or other derivative security granted under this Plan may be transferable upon the death of the Participant, without payment of consideration therefor, to any one or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant, as may have been designated in writing by the Participant by means of a form of beneficiary designation approved by the Company. Such beneficiary designation may be made at any time by the Participant and shall be effective when it is filed, prior to the death of the Participant, with the Company. Any beneficiary designation may be changed by the filing of a new beneficiary designation, which will cancel any beneficiary designation previously filed with the Company.

(c)       Notwithstanding Section 11(a) above, an Option Right (except with respect to an Incentive Stock Option), Appreciation Right or other derivative security granted under this Plan may be transferable by the Participant without payment of consideration therefor, to any one or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant; provided, however, that such transfer will not be effective until notice of such transfer is delivered to the Company; and provided, further, however, that any such transferee is subject to the same terms and conditions hereunder as the Participant.

(d)       The Board may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer.

12. Adjustments.

(a)       The Board may make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Stock Units, and Performance Shares granted hereunder and, if applicable, in the number of Common Shares covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price provided in outstanding Appreciation Rights, and in the kind of shares covered thereby, as the Board, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

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(b)       Moreover, in the event of any such transaction or event specified in Section 12(a) above, the Board, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. In the event of any such transaction or event specified in Section 12(a) above, the Board, in its discretion, may also provide for the assumption by another corporation of any or all outstanding awards under this Plan.

(c)       The Board may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 12; provided, however, that any such adjustment to the number specified in Section 3(b)(i) will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail so to qualify.

13. Change in Control.

(a)       For purposes of this Plan, except as may be otherwise prescribed by the Board in an Evidence of Award, a “Change in Control” will mean if at any time any of the following events will have occurred:

(i) the Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization 60% or less of the combined voting power of the Voting Stock of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such transaction;

(ii) the Company sells or otherwise transfers all or substantially all of its assets to another corporation or legal person, and as a result of such sale or transfer, 60% or less of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;

(iii) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the Voting Stock then outstanding after giving effect to such acquisition; or

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(iv) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease, for any reason, to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board;

provided, however, notwithstanding the Section l3(a)(iii) above, unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of Section 13(a)(iii) solely because (A) the Company, (B) a Subsidiary, or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary, either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 35% or otherwise.

(b)       In the event of a Change in Control affecting the Company, then, notwithstanding any provision of this Plan to the contrary, unless otherwise expressly determined in an Evidence of Award entered into between the Company and any Participant, all awards that have not expired and which are then held by any Participant (or the person or persons to whom any deceased Participant’s rights have been transferred) shall, as of such Change in Control, become fully and immediately vested and, with respect to Option Rights, exercisable and may be exercised for the remaining term of the Option Right. Notwithstanding the foregoing, no acceleration shall occur with respect to Restricted Stock Units or other awards to the extent they are subject to Section 409A of the Code unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.

14.       Fractional Shares. The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the elimination of fractions or for the settlement of fractions in cash.

15.       Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit.

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16.       Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

17. Administration of the Plan.

(a)       This Plan will be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to the compensation committee of the Board (or committee or a subcommittee consisting exclusively of not less than two or more members of the Board, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act, an “outside director” within the meaning of Section 162(m) of the Code and an “independent director” within the meaning of the rules of the New York Stock Exchange), as constituted from time to time. To the extent of any such delegation, references in this Plan to the Board will be deemed to be references to such committee or subcommittee. A majority of the committee (or subcommittee) will constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, will be the acts of the committee (or subcommittee).

(b)       To the extent of any delegation by the Board of its authority to administer the Plan to the committee (or subcommittee), as set forth in Section 17(a) of this Plan, such committee (or subcommittee) shall have full discretionary authority in all matters relating to the discharge of its responsibilities under this Plan, including, without limitation, its exercise of negative discretion in determining the size of an award if the Management Objective has been achieved, if in the committee’s (or subcommittee’s) sole judgment, such application is appropriate in order to act in the best interests of the Company and its shareholders. The interpretation and construction by the Board of any provision of this Plan or of any Evidence of Award, and any determination by the Board pursuant to any provision of this Plan or of any such Evidence of Award, shall be final and conclusive. No member of the Board will be liable for any such action or determination made in good faith.

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(c)       The Board or, to the extent of any delegation as provided in Section 17(a), the committee, may delegate to one or more of its members or to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Board, the committee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Board, the committee or such person may have under this Plan. The Board or the committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Board or the committee: (i) designate employees to be recipients of awards under this Plan; and (b) determine the size of any such awards; provided, however, that (A) the Board or the committee shall not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization sets forth the total number of Common Shares such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Board or the committee, as the case may be, regarding the nature and scope of the awards granted pursuant to the authority delegated.

18. Amendments, Etc.

(a)       The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that any amendment which must be approved by the shareholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, will not be effective unless and until such approval has been obtained.

(b)       The Board will not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Option Right to reduce the Option Price. Furthermore, no Option Right will be cancelled and replaced with awards having a lower Option Price without further approval of the shareholders of the Company. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and will not be construed to prohibit the adjustments provided for in Section 12 of this Plan.

(c)       The Board also may permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. The Board also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.

(d)       The Board may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

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(e)       In case of termination of employment by reason of death, Disability or normal or early retirement, or in the case of hardship or other special circumstances, of a Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or any shares of Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 10 subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 11(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except to the extent, with respect to awards subject to Section 409A of the Code, such acceleration would result in a violation of Section 409A of the Code.

(f)        This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

(g)       To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

(h)       The Board may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, but subject to Section 12 above no such amendment shall impair the rights of any holder without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

19.       Detrimental Activity. Any Evidence of Award may provide that if a Participant, either during employment by the Company or a Subsidiary or within a specified period after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, the Participant shall:

(a)       Return to the Company, in exchange for payment by the Company of any amount actually paid therefor by the Participant, all Common Shares that the Participant has not disposed of that were offered pursuant to this Plan within a specified period prior to the date of the commencement of such Detrimental Activity, and

(b)       With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the difference between:

(i) The Market Value Per Share of the Common Shares on the date of such acquisition, and

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(ii) Any amount actually paid therefor by the Participant pursuant to this Plan.

To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason.

20.       Governing Law. This Plan and all grants and awards and actions taken thereunder shall he governed by and construed in accordance with the internal substantive laws of the State of Delaware.

21.       Termination. No grant will be made under this Plan more than 10 years after the date on which this Plan is first approved by the shareholders of the Company, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

22.       Compliance with Section 409A of the Code; Awards to Specified Employees. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an award, issuance and/or payment is subject to Section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the “Guidance”). Notwithstanding anything herein or in any grant agreement or other documentation related to an award to the contrary, to the extent that any award subject to Section 409A is payable in connection with the Participant’s separation from service and at the time of the separation from service the Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) then such payment shall be made on the first business day of the first calendar month that begins after the six-month anniversary of the separation from service or, if earlier, on the date of the Participant’s death. Any provision of this Plan that would cause an award, issuance and/or payment to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by the Guidance).

23. General Provisions.

(a)       No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Board, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

(b)       Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries shall not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder, except with respect to awards subject to Section 409A of the Code, and to the extent the absence or leave would be considered a separation from service pursuant to Section 409A of the Code.  No awards may be granted to an employee while he or she is absent on leave.

(c)       No Participant shall have any rights as a shareholder with respect to any Common Shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company.

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EX-10

Exhibit 10.213

AMENDED AND RESTATED

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

RETIREMENT PLAN

INTRODUCTION

The Company has adopted this Plan, effective December 5, 1998, and amended and restated effective as of December 9, 2008 to provide a means by which it can provide retirement income to key executives to encourage these employees to remain in the employ of the Company and/or of its Affiliates.

The Plan is intended to be an unfunded plan that is maintained by the Employers primarily for the purpose of providing deferred compensation in the form of retirement income for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) Sections 201(2) and 301(a)(3). This Plan shall be interpreted and administered to the extent possible with that stated intent. The Plan is intended to be exempt under ERISA Section 401(a)(1).

ARTICLE 1

DEFINITIONS

The following terms have the meanings set forth below when used in this Plan, unless a different meaning is clearly required by the context of the Plan.

1.1       “Account” means the account established under the Trust for the benefit of each Participant hereunder.

1.2       “Administrator” means the individual(s) or corporation appointed by the Employer to carry out the administration of the Plan, and to serve as the agent for the Employer with respect to the Trust as contemplated by the agreement establishing the Trust. In the event an Administrator has not been appointed, or resigns from a prior appointment, the Employer shall be deemed to be the Administrator. The Administrator shall have the authority to delegate some or all of the administration of the Plan to one or more persons.

1.3       “Affiliated Employer” or “Affiliate” means the Company and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company.

1.4       “Beneficiary Designation Form” means the form used by the Administrator for the Participant to designate one or more beneficiaries to receive the vested amount in his Account upon his death.

1.5 “Board” means the board of directors of the Company.

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1.6 “Change in Control” means:

(a)       The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors (“Voting Stock”) of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such transaction;

(b)       The Company sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;

(c)       The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the Voting Stock then outstanding after giving effect to such acquisition; or

(d)       Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board.

Notwithstanding the foregoing provisions of Section 1.6(c), unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of Section 1.6(c) solely because (A) the Employer, (B) a Subsidiary, or (C) any Employer-sponsored employee stock ownership plan or any other employee benefit plan of the Employer or any Subsidiary either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein) under the Exchange Act disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 35% or otherwise.

Notwithstanding the foregoing and except for the purposes of Article III herein only, a Change in Control shall not be deemed to occur under this Plan unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto.

1.7       “Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time.

1.8 “Company” means Dollar Thrifty Automotive Group, Inc.

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1.9 “Director” means any member of the Board.

1.10     “Disability” means permanent and total disability within the meaning of Section 22(c)(3) of the Code.

1.11     “Effective Date” means December 5, 1998, the date as of when the Employer hereunder adopted the Plan.

1.12 “Employee” means any person employed by the Employer.

1.13     “Employer” means the Company, Dollar Rent A Car Systems, Inc., Thrifty Rent-A-Car System, Inc., Thrifty Car Sales, Inc., and any other Affiliated Employer which adopts this Plan with the consent of the Company.

1.14     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.15     “Exchange Act” means the Securities Exchange Act of 1934 as it may be amended from time to time.

1.16     “Insolvent” means either the Employer is unable to pay its debts as they become due, or the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

1.17     “Investment Recommendation Form” means the form used by the Administrator for the Participant to recommend investments in his Account to the Trustee.

1.18     “Participant” means an Employee of the Employer on December 2, 2004 who is graded at the Staff Vice President level or above or who is entitled to receive benefits under the Plan as a beneficiary of the Participant.

1.19     “Payment Election Form” means the form approved and used by the Administrator for the Participant to elect distributions from his Account.

1.20     “Plan” means this Dollar Thrifty Automotive Group, Inc. Retirement Plan and all amendments hereto.

1.21 “Plan Year” means the calendar year.

1.22     “Trust” means the specific Trust under the Plan (or the separate Trust for each individual Employer which has adopted the Plan, as the context so requires), which trust is intended to qualify as a “Rabbi Trust” under Rev. Proc. 92-64 (as amended or modified from time to time) and to constitute the legal agreement between the Employer and the Trustee, which establishes the rights and liabilities of each in managing and controlling the assets of the Trust for the purposes of the Plan.

1.23 “Trustee” means the Bank of Oklahoma, N.A.

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1.24     “Year of Service” means the performance of twelve (12) consecutive months of full time service. Years of Service with predecessor(s) of the Employer shall count for calculating Years of Service.

ARTICLE 2

BENEFITS

2.1Targeted Benefit. The targeted benefit (“benefit”) under the Plan for each Participant shall be an amount equal to fifty percent (50%) of the Participant’s average annual base salary determined over his last five (5) Years of Service.

2.2 Adjusted Benefit.

(a)       The benefit shall be that amount determined under Section 2.1 above computed for a Participant with at least twenty (20) Years of Service upon the Participant reaching age 61.

(b)       The benefit shall be prorated downward for an Employee who reaches age 61 and who has less than twenty (20) Years of Service (e.g., 15 years of service at age 61 yields 75% of the benefit amount).

(c)       The benefit as described above is subject to change on an annual basis in the discretion of the Board.

ARTICLE 3

VESTING

A Participant shall become vested in the Participant’s Account at the rate of 20% per year for each Year of Service. Full (100%) vesting shall occur in the event of the death or Disability of the Participant, or upon a Change of Control, or immediately prior to the Employer becoming Insolvent.

ARTICLE 4

EMPLOYER CONTRIBUTIONS

4.1Payments. Contributions to fund the benefits shall be made in equal annual payments by the Employer to the Trustee. Such contributions shall be allocated to a separate Account for each Participant under the Trust.

4.2Assumption. In calculating the equal annual contributions to the Trust, a 9% annual rate of return on assets held in the Trust and a 4% annual base salary increase shall be assumed.

4.3Period. Contributions by the Employer for a Participant shall be made until the Participant reaches age 62 or over 20 years, whichever occurs sooner.

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4.4Discretion. The amount of contributions by the Employer as described above is subject to change on an annual basis at the discretion of the Board.

ARTICLE 5

ACCOUNTS

5.1Accounting. The Administrator shall cause the Trustee to establish a separate Account for each Participant reflecting Employer contributions together with any adjustments for income, gain or loss and any payments from the Account. The Administrator may direct the Trustee to maintain and invest separately the assets in each Participant’s separate Account. The Administrator shall provide each Participant with a monthly statement of his or her Account.

5.2Investments. The assets of the Trust shall be invested in such investments as the Trustee shall determine under the Trust Agreement. The Trustee may receive investment recommendations from the Participant as provided in an Investment Recommendation Form.

ARTICLE 6

PAYMENT OF ACCOUNTS

6.1Time And Form of Payment. Each Participant shall complete a Payment Election Form and file such with the Administrator prior to becoming a Participant in the Plan. The Payment Election Form shall designate the time and form of payment of the Participant’s vested Account balance. These elections will remain effective unless and until the Participant files an amended Payment Election Form with the Administrator. Any amended Payment Election Form, other than an election related to an unforeseeable emergency pursuant to Section 6.3, will not take effect until 12 months after the date on which the election is made AND other than a change in election related to an unforeseeable emergency pursuant to Section 6.3, no amended Payment Election Form shall result in (i) an acceleration of payment under the Plan or (ii) a subsequent deferral of payment for a period of less than five years from the date such payment would otherwise have been paid (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid).

(a)       On the Payment Election Form, a Participant shall elect the form of the payments to be either:

(i) a single lump-sum payment; or

(ii)       annual installments over a period, up to 20 years, elected by the Participant, the amount of each installment to equal the balance of his or her vested Account balance immediately prior to the installment divided by the number of installments remaining to be paid.

(b)       On the Payment Election Form, a Participant shall elect the timing of the payments to occur (or begin, in the case of an annuity) as follows (or the earlier of any of the following):

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(i)        As soon as possible, but in no event later than 90 days following a Change of Control, in which case the form of payments must be a single lump-sum payment;

(ii)       As soon as possible, but in no event later than 90 days following the Participant’s separation from service, as determined in accordance with Section 409A of the Code, other than as a result of the Participant’s death;

(iii)      As soon as possible but in no event later than 90 days following the Participant’s attainment of age 62.

(c)       Pursuant to IRS Notice 2007-86, a Participant may make new payment elections on a Payment Election Form with respect to the time and form of payment of amounts deferred under this Plan, provided that such new payment election is made on or before December 31, 2008, and provided further that (i) the new election may apply only to amounts that would not otherwise be payable in 2008, and (ii) may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.

6.2Death. Each Participant shall complete a Beneficiary Designation Form and file such with the Administrator. The Beneficiary Designation Form shall designate the form of payment of the Participant’s vested Account balance in the event the Participant dies prior to the complete distribution of his vested Account balance. Such payment may be made in either (i) a single lump-sum payment; or (ii) annual installments over a period, up to 10 years (or 10 years less the number of years annual installments had been made to the Participant prior to his death), with the amount of each installment to equal the balance of the vested portion of his or her Account immediately prior to the installment divided by the number of installments remaining to be paid. These elections will remain effective unless and until the Participant files an amended Beneficiary Designation Form with the Administrator. Any change to the election as to form of payment filed with an amended Beneficiary Designation Form will not take effect until 12 months after the date on which the election is made AND no amended Payment Election Form shall result in (i) an acceleration of payment under the Plan or (ii) a subsequent deferral of payment for a period of less than five years from the date such payment would otherwise have been paid (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid). If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to his or her issue per stripes in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant’s estate.

In the event a distribution is to be made to a minor, then the Administrator may direct that such distribution be paid to the legal guardian, or if none, to a parent or such beneficiary or a responsible adult with whom the beneficiary maintains his residence, or to the custodian for such beneficiary under the Uniform Transfers to Minors Act (or similar applicable statute); if such is permitted by the laws of the state in which said beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor beneficiary shall fully discharge the Employer from further liability on account thereof.

6.3Hardship Distributions. Upon the request of a Participant who has had an unforeseeable emergency, the Board (in its sole discretion) may direct the Trustee to make a tion of part or all of the Participant’s Benefit from his Account even though such distribution occurs before the date otherwise determined under the Plan and the Participant’s Payment Election Form, provided that such distribution is otherwise in accordance with Treasury Department Final Regulation 1.409A-3(i)(3), or any successor thereto. This distribution shall be in an amount that the Board determines is necessary to satisfy the emergency need, including any amounts necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution.

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A Participant requesting an emergency payment shall apply for the payment in writing in a form approved by the Administrator and shall provide such additional information as the Administrator may require. The early hardship withdrawal must be approved by the Board and will be limited to the amount the Board determines necessary to meet the emergency. The Board’s decision is final.

For these purposes, an unforeseeable emergency is severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependant (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but in any case, payment may not be made to the extent that such hardship is or may be relieved:

(a) through reimbursement or compensation by insurance or otherwise, or

(b)       by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

By way of example only, unforeseeable emergencies do not include the need to send a Participant’s child to college or the desire to purchase a home.

6.4Forfeiture of Non-Vested Amounts. Subject to Article 3, at the time of the Participant’s separation from service, any amounts credited to a Participant’s Account that are not vested shall be forfeited. These amounts shall be used to satisfy the Employer’s obligation (if continuing) to make contributions to the Trust under this Plan.

In the event that all, or any portion, of the distribution payable to a Participant or his beneficiary remains unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to ascertain the whereabouts of such Participant, the amount so distributable shall be forfeited. In the event a Participant is subsequently located within five years of the date the payment (or the first installment thereof, in the case of an annuity) was otherwise to be paid, such benefit shall be restored.

Any forfeitures unable to be paid under this Plan to the Participant or his beneficiary shall be paid to the Employer.

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ARTICLE 7

ADMINISTRATION

7.1 Administrator’s Interpretation.

(a)       The Administrator shall oversee the administration of the Plan in accordance with this Article 7, except as this Plan specifically delegates such administration, discretion, or decision making to the Board.

(b)       The Administrator shall have complete control and authority to determine all rights, benefits, claims, demands and actions arising out of the provisions of the Plan for any Participant, deceased Participant, beneficiary, or other person having or claiming to have any interest under the Plan; the Administrator shall have complete discretion to interpret the Plan and any ambiguities under the Plan; the Administrator shall have complete discretion to decide all matters under the Plan; such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously.

(c)       Any individual(s) serving as Administrator who is a Participant shall not vote or act on any matter relating solely to his or her Account.

(d)       The Administrator shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.

7.2Powers and Duties. The Administrator shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, and shall follow such claims and appeal procedures with respect to the Plan as it may establish.

7.3Information.  The Employer shall supply full and timely information to the Administrator on all matters relating to the base salary of Participants, their employment, retirement, death, separation from service and such other pertinent facts as the Administrator may require. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, the Employer or the Trustee.

7.4Payment of Expenses. Any reasonable administrative expenses (including those referred to in Section 7.2 above) shall be paid by the Employer unless the Employer determines in advance of incurring the expense that administrative costs shall be borne by the Participants under the Plan or by the Trust established hereunder.

7.5Indemnification of Administrator. The Employer agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Administrator or as a member of a committee designated as Administrator (including any Employee or former Employee who previously served as Administrator or as a member of such committee) against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

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ARTICLE 8

AMENDMENT OR TERMINATION OF PLAN

8.1Amendment. The Employer, at any time or from time to time, may amend any or all of the provisions of the Plan as to it without the consent of any employee or Participant. No amendment shall have the effect of reducing the Account of any Participant at the time of such amendment, unless such amendment is made to comply with federal, state or local laws, statutes or regulations.

8.2Termination. This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Participant or consideration for, or an inducement or condition of employment for, the performance of the services by a Participant. The Employer reserves the right to terminate the Plan at any time by an instrument in writing which has been executed on the Employer’s behalf by its duly authorized officer. Upon termination, the Employer may (a) elect to continue to maintain the Trust to pay Benefits hereunder as they become due as if the Plan had not been terminated; or (b) direct the Trustee to pay promptly to Participants the balance of their Accounts, provided that no such action shall be taken to the extent that it would result in a violation of Section 409A of the Code.

For purposes of the preceding sentence, in the event the Employer chooses to implement clause (b), the Account balances of all Participants who are in the employ of the Employer at the time the Trustee is directed to pay such balances shall become fully vested and nonforfeitable. After Participants and their beneficiaries are paid all Plan benefits to which they are entitled, all remaining assets of the Trust attributable to Participants who terminated employment with the Employer prior to termination of the Plan and who were not fully vested in their Accounts at that time, shall be returned to the Employer. No termination shall have the effect of reducing the Account of any Participant at the time of such termination, unless such termination is made to comply with federal, state or local laws, statutes or regulations.

8.3Adoption By Affiliates. With the consent of the Board, any Affiliate of the Employer may adopt this Plan for the benefit of its eligible Employees as then determined by the Board.

ARTICLE 9

MISCELLANEOUS

9.1 Plan Interpretation.

(a)       All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner.

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(b)       If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein.

(c)       Whenever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

(d)       This Plan is governed by the Code and the Treasury regulations issued thereunder (as they might be amended from time to time). To the extent not preempted by Federal law, the provisions of this Plan shall be construed, enforced and administered according to the laws of the State of Oklahoma.

9.2Limitation of Participant’s Rights. This Plan shall not be deemed to constitute an employment contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or employee. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant at any time regardless of the effect which such discharge shall have upon him as a Participant of this Plan.

9.3Unfunded Plan. It is intended that the obligations of the Employer under the Plan will constitute a mere promise of the Employer to make benefit payments in the future. No Participant shall have rights against the Employer or any other person with respect to payments under the Plan other than those given by law to general unsecured creditors of the Employer. In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

9.4Action By The Employer. Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.

9.5No Guarantee of Tax Consequences. Neither the Administrator nor the Employer makes any commitment or guarantee that any amounts in the Account of a Participant under the Plan will be excludable from the Participant’s gross income for federal or state income tax purposes, or that any other federal or state tax treatment will apply to or be available to any Participant, it shall be the obligation of each Participant to determine whether the amounts contributed to his Account under the Plan are excludable from the Participant’s gross income for federal and state income tax purposes, and to notify the Employer if the Participant has reason to believe that any such amount is not so excludable. Notwithstanding the foregoing, the rights of Participants under this Plan shall be legally enforceable.

9.6Tax Withholding. The Trustee shall have the right to deduct from all cash payments any federal, state or local taxes required by law to be withheld with respect to any payment made to a Participant.

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9.7Nonassignability of Rights. The right of any Participant to receive any benefits under the Plan shall not be alienable by the Participant by assignment or any other method, and shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of any Participant or any beneficiary of any Participant.

9.8Separate Plan and Trusts. It is the intent of the Employers and the Affiliates adopting the Plan and executing the Trust that, although only one Plan document and Trust document set forth the governing provisions, nevertheless separate Plans and separate Trusts are created for each Affiliate. The assets of an Employer or Affiliate and the beneficial interests of the Participants in the Trust belong only to such Employer or Affiliate or its Participants. The creditors of an Employer or Affiliate may not reach the Plan assets held in trust or otherwise of another Employer or Affiliate which adopts the Plan and Trust.

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ATTACHMENT 1

Investment Recommendation Form

TO: Plan Administrator and Trustee

Pursuant to Section 5.2 of the Retirement Plan, I hereby recommend that my Account be invested as follows, and I understand that I may make further recommendations as of March 31, June 30, October 31, and December 31 of each calendar year.

	Percentage Allocation
◊SEI Prime Obligation			%
◊SEI Bond Index			%
◊3EI S&P 500 Index			%
◊Templeton Foreign			%
◊Fidelity Advisor Balanced			%
◊Neuberger & Berman Genesis Trust			%
◊Dollar Thrifty Automotive Group, Inc. Common Stock (Not anticipated available until March 1, 2000)			%
		100	% Total

________________________________   Participant Name	___________________________________   Company Name
Date:  ________________________________

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EX-10

Exhibit 10.214

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

2009 DEFERRED COMPENSATION PLAN

INTRODUCTION

This Plan was adopted by the Company effective January 1, 2009 and is intended to be an unfunded plan that is maintained by the Employers primarily for the purpose of providing deferred compensation in the form of retirement income for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) Sections 201(2) and 301(a)(3). This Plan shall be interpreted and administered to the extent possible with that stated intent. The Plan is intended to be exempt under ERISA Section 401(a)(1).

ARTICLE 1

DEFINITIONS

The following terms have the meanings set forth below when used in this Plan, unless a different meaning is clearly required by the context of the Plan.

1.1       “Account” means the notional account established under the Trust for the benefit of each Participant hereunder.

1.2       “Administrator” means the individual(s) or corporation appointed by the Employer to carry out the administration of the Plan, and to serve as the agent for the Employer with respect to the Trust as contemplated by the agreement establishing the Trust. In the event an Administrator has not been appointed, or resigns from a prior appointment, the Employer shall be deemed to be the Administrator. The Administrator shall have the authority to delegate some or all of the administration of the Plan to one or more persons.

1.3       “Affiliated Employer” or “Affiliate” means the Company and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company.

1.4       “Annual Base Compensation” means the Participant’s annualized gross rate of salary, including commissions, paid before any deductions of any kind whatsoever and excluding overtime, bonuses and other extraordinary compensation.

1.5       “Beneficiary Designation Form” means the form used by the Administrator for the Participant to designate one or more beneficiaries to receive the amount in his Account upon his death.

1.6 “Board” means the board of directors of the Company.

1.7 “Change in Control” means:

(a)       The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors (“Voting Stock”) of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such transaction;

(b)       The Company sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;

(c)       The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the Voting Stock then outstanding after giving effect to such acquisition; or

(d)       Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board.

Notwithstanding the foregoing provisions of Section 1.7(c), unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of Section 1.7(c) solely because (A) the Employer, (B) a Subsidiary, or (C) any Employer-sponsored employee stock ownership plan or any other employee benefit plan of the Employer or any Subsidiary either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein) under the Exchange Act disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 35% or otherwise.

Notwithstanding the foregoing and except for the purposes of Article III herein only, a Change in Control shall not be deemed to occur under this Plan unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto.

1.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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1.9 “Company” means Dollar Thrifty Automotive Group, Inc.

1.10     “Contribution” means an amount contributed by the Employer to a Participant’s Account pursuant to Article 3.

1.11     “Contribution Date” means the last day of each calendar quarter during the Plan Year.

1.12 “Director” means any member of the Board.

1.13 “Effective Date” means January 1, 2009.

1.14     “Employer” means the Company and any other Affiliated Employer which adopts this Plan with the consent of the Company.

1.15     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.16     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

1.17     “Insolvent” means either the Employer is unable to pay its debts as they become due, or the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

1.18     “Investment Recommendation Form” means the form approved and used by the Administrator for the Participant to recommend investments in his Account to the Trustee.

1.19     “Participant” means an officer of the Employer who is eligible to participate in the Plan pursuant to Article 2.

1.20     “Payment Election Form” means the form approved and used by the Administrator for the Participant to elect the time and form of distributions from his Account.

1.21     “Plan” means this Dollar Thrifty Automotive Group, Inc. 2009 Deferred Compensation Plan and all amendments hereto.

1.22 “Plan Year” means the calendar year.

1.23     “Trust” means the specific Trust under the Plan (or the separate Trust for each individual Employer which has adopted the Plan, as the context so requires), which trust is intended to qualify as a “Rabbi Trust” under Rev. Proc. 92-64 (as amended or modified from time to time) and to constitute the legal agreement between the Employer and the Trustee, which establishes the rights and liabilities of each in managing and controlling the assets of the Trust for the purposes of the Plan.

1.24     “Trustee” means the Bank of Oklahoma, N.A., or such other trustee as may be appointed by the Administrator from time to time.

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ARTICLE 2

ELIGIBILITY

All officers of the Employer at the level of Staff Vice President and above shall be eligible to participate in the Plan. The Administrator, in its sole discretion, may add additional eligibility requirements at any time, or from time to time.

ARTICLE 3

CONTRIBUTIONS

For each Plan Year in which an individual is a Participant in the Plan, he shall receive a Contribution to his Account by the Company on each Contribution Date such that the total annual Contributions shall be equal to 15% of his then-current Annual Base Compensation, provided that the officer is employed with the Company and otherwise eligible to participate in the Plan through the applicable Contribution Date.

ARTICLE 4

VESTING

A Participant shall be 100% vested in the Participant’s Account at all times.

ARTICLE 5

ACCOUNTS

5.1Accounting. The Administrator shall cause the Trustee to establish a separate Account for each Participant reflecting Contributions together with any adjustments for income, gain or loss and any payments from the Account. The Administrator shall provide each Participant with a quarterly statement of his or her Account.

5.2Investments. The assets of the Trust shall be invested in such investments as the Trustee shall determine under the Trust Agreement. The Trustee may receive investment recommendations from the Participant as provided in an Investment Recommendation Form, however such recommendations shall in no way be binding on the Trustee.

ARTICLE 6

PAYMENT OF ACCOUNTS

6.1 Time And Form of Payment.

(a)       Elections. Each Participant shall complete a Payment Election Form and file such with the Administrator (i) prior to the commencement of the Plan Year, or (ii) to the extent permitted under Section 409A of the Code, within 30 days of becoming eligible to participate in the Plan. The Payment Election Form shall designate the time and form of payment of the Participant’s Account balance in connection with amounts deferred following submission of the Payment Election Form. In the event the Participant does not timely complete a Payment Election Form in accordance with this Section 6.1(a), the Participant will be deemed to have elected to receive payments in a single lump-sum payment as soon as possible but in no event later than 90 days following the earlier of (i) the Participant’s separation from service, as determined in accordance with Section 409A of the Code, (ii) a Change in Control, or (iii) the Participant’s death.   In the event a Participant is deemed to have made an election in accordance with the preceding sentence, such Participant will be permitted to submit a Payment Election Form at any time prior to the commencement of the following Plan Year, and such election shall apply to all amounts deferred in Plan Years beginning after the submission of such Payment Election Form. Participants may at any time submit a new Payment Election Form which shall apply to all Plan Years commencing after the submission of such new Payment Election Form.

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(b)       Changes to Elections. The elections made by the Participant, or deemed to be made by the Participant pursuant to Section 6.1(a), will remain effective with respect to deferred amounts unless and until the Participant files an amended Payment Election Form with the Administrator. Any amended Payment Election Form, other than an election related to an Unforeseeable Emergency pursuant to Section 6.3, will not take effect until 12 months after the date on which the election is made AND other than a change in election related to an unforeseeable emergency pursuant to Section 6.3, no amended Payment Election Form shall result in (i) an acceleration of payment under the Plan or (ii) a subsequent deferral of payment for a period of less than five years from the date such payment would otherwise have been paid (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid).

(c)       Form of Payment. On the Payment Election Form, a Participant shall elect the form of the payments to be either:

(i) a single lump-sum payment; or

(ii)      annual installments over a period, up to 10 years, elected by the Participant, the amount of each installment to equal the balance of his or her Account immediately prior to the installment divided by the number of installments remaining to be paid.

(d)       Time of Payment. On the Payment Election Form, a Participant shall elect the timing of the payments to occur (or begin, in the case of installments) as follows (or the earlier of any of the following):

(i)        As soon as possible, but in no event later than 90 days following a Change of Control, in which case the form of payments must be a single lump-sum payment;

(ii)       As soon as possible, but in no event later than 90 days following the Participant’s separation from service, as determined in accordance with Section 409A of the Code, other than as a result of the Participant’s death (in which case the form of payment will be pursuant to the Beneficiary Designation Form, as explained below);

(iii)      As soon as possible but in no event later than 90 days following the Participant’s attainment of age 62.

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6.2Death. Within 30 days of becoming eligible to participate in the Plan, each Participant shall complete a Beneficiary Designation Form and file such with the Administrator. The Beneficiary Designation Form shall designate the form of payment of the Participant’s Account balance in the event the Participant dies prior to the complete distribution of his Account balance. Such payment may be made in either (i) a single lump-sum payment; or (ii) annual installments over a period, up to 10 years (or 10 years less the number of years annual installments had been made to the Participant prior to his death), with the amount of each installment to equal the balance of his or her Account immediately prior to the installment divided by the number of installments remaining to be paid. In the event the Participant does not complete a Beneficiary Designation Form within 30 days of becoming eligible to participate in the Plan, the Participant’s shall be deemed to have elected a lump sum payment. These elections or deemed elections will remain effective unless and until the Participant files an amended Beneficiary Designation Form with the Administrator. Any change to the election as to form of payment filed with an amended Beneficiary Designation Form will not take effect until 12 months after the date on which the election is made AND no amended Payment Election Form shall result in (i) an acceleration of payment under the Plan or (ii) a subsequent deferral of payment for a period of less than five years from the date such payment would otherwise have been paid (or, in the case of installment payments, five years from the date the first amount was scheduled to be paid). If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to his or her issue per stripes in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant’s estate.

In the event a distribution is to be made to a minor, then the Administrator may direct that such distribution be paid to the legal guardian, or if none, to a parent or such beneficiary or a responsible adult with whom the beneficiary maintains his residence, or to the custodian for such beneficiary under the Uniform Transfers to Minors Act (or similar applicable statute); if such is permitted by the laws of the state in which said beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor beneficiary shall fully discharge the Employer from further liability on account thereof.

6.3Unforeseeable Emergency. Upon the request of a Participant who has had an Unforeseeable Emergency, the Board (in its sole discretion) may direct the Trustee to make a distribution of part or all of the Participant’s Benefit from his Account even though such distribution occurs before the date otherwise determined under the Plan and the Participant’s Payment Election Form, provided that such distribution is otherwise in accordance with Treasury Department Final Regulation 1.409A-3(i)(3), or any successor thereto. This distribution shall be in an amount that the Board determines is necessary to satisfy the emergency need, including any amounts necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution.

A Participant requesting an emergency payment shall apply for the payment in writing in a form approved by the Administrator and shall provide such additional information as the Administrator may require. The early hardship withdrawal must be approved by the Board and will be limited to the amount the Board determines necessary to meet the emergency. The Board’s decision is final.

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ARTICLE 7

ADMINISTRATION

7.1 Administrator’s Interpretation.

(a)       The Administrator shall oversee the administration of the Plan in accordance with this Article 7, except as this Plan specifically delegates such administration, discretion, or decision making.

(b)       The Administrator shall have complete control and authority to determine all rights, benefits, claims, demands and actions arising out of the provisions of the Plan for any Participant, deceased Participant, beneficiary, or other person having or claiming to have any interest under the Plan; the Administrator shall have complete discretion to interpret the Plan and any ambiguities under the Plan; the Administrator shall have complete discretion to decide all matters under the Plan; such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously.

(c)       Any individual(s) serving as Administrator who is a Participant shall not vote or act on any matter relating solely to his or her Account.

(d)       The Administrator shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.

7.2Powers and Duties. The Administrator shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, and shall follow such claims and appeal procedures with respect to the Plan as it may establish.

7.3Information.  The Employer shall supply full and timely information to the Administrator on all matters relating to the base salary of Participants, their employment, retirement, death, separation from service and such other pertinent facts as the Administrator may require. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, the Employer or the Trustee.

7.4Payment of Expenses. Any reasonable administrative expenses (including those referred to in Section 7.2 above) shall be paid by the Employer unless the Employer determines in advance of incurring the expense that administrative costs shall be borne by the Participants under the Plan or by the Trust established hereunder.

7.5Indemnification of Administrator. The Employer agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Administrator or as a member of a committee designated as Administrator (including any Employee or former Employee who previously served as Administrator or as a member of such committee) against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

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ARTICLE 8

AMENDMENT OR TERMINATION OF PLAN

8.1Amendment. The Employer, at any time or from time to time, may amend any or all of the provisions of the Plan as to it without the consent of any employee or Participant. No amendment shall have the effect of reducing the Account of any Participant at the time of such amendment, unless such amendment is made to comply with federal, state or local laws, statutes or regulations.

8.2Termination. This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Participant or consideration for, or an inducement or condition of employment for, the performance of the services by a Participant. The Employer reserves the right to terminate the Plan at any time by an instrument in writing which has been executed on the Employer’s behalf by its duly authorized officer. Upon termination, the Employer may (a) elect to continue to maintain the Trust to pay Benefits hereunder as they become due as if the Plan had not been terminated; or (b) direct the Trustee to pay promptly to Participants the balance of their Accounts, provided that no such action shall be taken to the extent that it would result in a violation of Section 409A of the Code.

No termination shall have the effect of reducing the Account of any Participant at the time of such termination, unless such termination is made to comply with federal, state or local laws, statutes or regulations.

8.3Adoption By Affiliates. With the consent of the Board, any Affiliate of the Employer may adopt this Plan for the benefit of its eligible Employees as then determined by the Board.

ARTICLE 9

MISCELLANEOUS

9.1 Plan Interpretation.

(a)       All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner.

(b)       If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein.

(c)       Whenever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

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(d)       This Plan is governed by the Code and the Treasury regulations issued thereunder (as they might be amended from time to time). To the extent not preempted by Federal law, the provisions of this Plan shall be construed, enforced and administered according to the laws of the State of Oklahoma.

9.2Limitation of Participant’s Rights. This Plan shall not be deemed to constitute an employment contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or employee. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant at any time regardless of the effect which such discharge shall have upon him as a Participant of this Plan.

9.3Unfunded Plan. It is intended that the obligations of the Employer under the Plan will constitute a mere promise of the Employer to make benefit payments in the future. No Participant shall have rights against the Employer or any other person with respect to payments under the Plan other than those given by law to general unsecured creditors of the Employer. In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

9.4Action By The Employer. Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.

9.5Compliance with Section 409A of the Code; Awards to Specified Employees. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. All Contributions shall be issued and all Account balances paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the “Guidance”). Notwithstanding anything herein to the contrary, to the extent that any payment hereunder is payable in connection with the Participant’s separation from service and at the time of the separation from service the Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) then such payment shall be made on the first business day of the first calendar month that begins after the six-month anniversary of the separation from service or, if earlier, on the date of the Participant’s death. Any provision of this Plan that would cause a violation of Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by the Guidance).

9.6No Guarantee of Tax Consequences. Neither the Administrator nor the Employer makes any commitment or guarantee that any amounts in the Account of a Participant under the Plan will be excludable from the Participant’s gross income for federal or state income tax purposes, or that any other federal or state tax treatment will apply to or be available to any Participant, it shall be the obligation of each Participant to determine whether the amounts contributed to his Account under the Plan are excludable from the Participant’s gross income for federal and state income tax purposes, and to notify the Employer if the Participant has reason to believe that any such amount is not so excludable. Notwithstanding the foregoing, the rights of Participants under this Plan shall be legally enforceable.

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9.7Tax Withholding. The Trustee shall have the right to deduct from all cash payments any federal, state or local taxes required by law to be withheld with respect to any payment made to a Participant.

9.8Nonassignability of Rights. The right of any Participant to receive any benefits under the Plan shall not be alienable by the Participant by assignment or any other method, and shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of any Participant or any beneficiary of any Participant.

9.9Separate Plan and Trusts. It is the intent of the Employers and the Affiliates adopting the Plan and executing the Trust that, although only one Plan document and Trust document set forth the governing provisions, nevertheless separate Plans and separate Trusts are created for each Affiliate. The assets of an Employer or Affiliate and the beneficial interests of the Participants in the Trust belong only to such Employer or Affiliate or its Participants. The creditors of an Employer or Affiliate may not reach the Plan assets held in trust or otherwise of another Employer or Affiliate which adopts the Plan and Trust.

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ATTACHMENT 1

Deferral Election Form

ATTACHMENT 2

Investment Recommendation Form

EX-10

Exhibit 10.215

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

DIRECTOR COMPENSATION

Effective January 1, 2009 Until Further Modified

Directors who are not officers or employees of Dollar Thrifty Automotive Group, Inc. (“DTAG”), or any of its affiliates (“Independent Directors”) will be paid an annual board retainer of $35,000. In addition to the annual board retainer, Committee Chairmen will be paid a chairman annual retainer as follows: Audit Committee $10,000; Governance Committee $5,000; Human Resources and Compensation Committee $7,500; other committees as designated by the Board $5,000. The Chairman of the Board of Directors will be paid an additional $150,000 annually.

An attendance fee of $1,000 will be paid to each Independent Director for each meeting of the Board of Directors attended and $1,000 to each Independent Director (including a Committee Chairman) for each Committee meeting attended, whether it is a regularly scheduled meeting, a special meeting or a teleconference meeting. Independent Directors attending Committee meetings of committees on which they are not a member will not be paid a meeting fee.

Each Independent Director has the option to defer his or her annual retainer and/or meeting fees, when payable in the form of shares of DTAG stock, to a future year, such as separation of service from the Board or a specific date. An Independent Director electing to defer his or her fees, must make such election by December 31 of the year preceding the year in which the compensation to be deferred is earned. Notwithstanding the foregoing, during the first year in which an Independent Director becomes eligible to defer his or her annual retainer and/or meeting fees, such election may be made within 30 days of becoming eligible to make such deferral, provided that such deferral election shall only apply to amounts earned after the date on which such deferral election is made. Each Independent Director will receive a quarterly statement detailing director compensation earned, paid and payable. Independent Directors not deferring retainer or meeting fees and electing payment in cash will be paid at the end of each quarter, and those electing payment in DTAG stock will be paid at the end of the year. Independent Directors may elect cash for their fees in lieu of stock if their stock ownership requirements have been met.

Each calendar year, Independent Directors will be provided a grant of Restricted Stock Units having a value of $35,000.00, pursuant to DTAG’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “LTIP”). The Restricted Stock Units will vest on December 31 of the year in which they are granted. If the Independent Director is no longer on the Board on the date the Restricted Stock Units would otherwise vest (other than as a result of separation from service in connection with a Change in Control of DTAG as defined in the LTIP), vesting of the Restricted Stock Units will be prorated based on the Independent Director’s period of service during the year. If a Change in Control occurs, the Restricted Stock Units shall immediately become fully vested.

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Independent Directors will receive the use of one vehicle while serving on the Board, together with routine maintenance, tags, and insurance coverage. DTAG will use the IRS Tables for imputing the lease value of the vehicle and this amount will be included in the Independent Director’s annual Form 1099 issued by DTAG

Rental cars will be provided to Independent Directors, while serving on the Board, without charge, for product and service evaluation. These benefits cannot be exchanged for cash or any other benefit.

Following retirement from the Board or a Change in Control, Independent Directors shall be entitled to receive benefits provided for in accordance with the Company’s Vehicle Policy for Directors, as summarized below:

1. Retirement from the Board with less than 5 years of service:

a. The vehicle must be returned to DTAG within 3 months of retirement.

b. Furnishing rental cars for product and service evaluation will not continue.

2. Retirement from the Board with 5 or more years of service:

a. The vehicle may be retained until its regularly scheduled turnback date as determined by DTAG.

b. Furnishing rental cars for product and service evaluation will continue.

3. Change in Control with or without 5 years of service:

a. The vehicle then being used is transferred to the Independent Director with outright ownership. The current wholesale market value of the vehicle will be included as income in the Independent Directors Form 1099 in the year it is transferred.

b. Furnishing rental cars for product and service evaluation will continue.

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[APPROVED by the Board of Directors of Dollar Thrifty Automotive Group, Inc., effective January 29, 2009.]

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Method of Payment of

Retainer and Meeting Fees

Form of Payment:	DTAG shares, if DTAG stock ownership requirements have not yet been met. Cash or DTAG shares if DTAG stock ownership requirements have been met.
If in Cash:	At the end of each quarter for all meeting and retainer fees earned during the quarter.
If in DTAG Stock:	Issued on December 31 of the year in which earned. DTAG will calculate the shares owed based on the closing share price on the last day of the Board meeting or on the day of the meeting for meetings outside the regularly scheduled Board meetings. For retainers being paid in stock instead of cash, the shares will be based on the closing share price on the last day of the quarter.
Deferral Election for Stock:	DTAG will maintain a ledger of shares owed, but no shares will be issued until the expiration of the deferral period.

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EX-10

Exhibit 10.216

Dollar Thrifty Automotive Group, Inc. Vehicle Policy for Directors

Restated December, 2009

Members of the Board of Directors (“Director” or “Board of Directors”) of Dollar Thrifty Automotive Group, Inc. (the “Company”) shall be eligible to receive privileges related to vehicles pursuant to this Policy following Retirement or a Change in Control of the Company (as defined below). The Company shall require any successor (including, without limitation, any persons acquiring directly or indirectly all or substantially all of the business and/or assets, whether by transfer of assets, merger, consolidation, reorganization or otherwise), to assume and agree to perform the provisions of this Vehicle Policy in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Vehicle Policy shall be binding upon the Company and any successor thereto, but shall not otherwise be assignable, transferable or delegable by the Company and may not be amended without the express written consent of the Board of Directors. “Vehicles” as that term is used herein, shall be deemed to mean the Company vehicles in the possession of the Director upon Retirement or Change in Control.

1. Retirement from the Board of Directors without 5 years of service:

a. Vehicles must be returned to the Company within 3 months of the Director’s separation from service

b. Furnishing rental cars to the Director for product and service evaluation will not continue

2. Retirement from the Board of Directors with 5 years of service:

a. Vehicles may be retained by the Director until their regularly scheduled turnback date

b. Furnishing rental cars to the Director for product and service evaluation will continue

3. Change in Control of the Company with or without 5 years of service:

a. Vehicles then being used are transferred to the Director with outright ownership, unless the Director has an individual change in control agreement with the Company, including any Employment Continuation Plan, in which case such individual change in control agreement shall contain the terms related to any such benefit and this Section 3(a) shall not apply.

b. Furnishing rental cars to the Director for product and service evaluation will continue

• The benefits provided to an individual in any calendar year pursuant to this Vehicle Policy shall not affect the benefits provided to the individual in any other calendar year. The benefits provided herein are not subject to liquidation rights nor can they be exchanged for any other benefit.

 

• Change in Control shall mean if at any time any of the following events occur:

(i) the Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the voting stock of such corporation or person immediately after such transaction is held in the aggregate by the holders of voting stock of the Company immediately prior to such transaction;

(ii) the Company sells or otherwise transfers all or substantially all of its assets to another corporation or legal person, and as a result of such sale or transfer, less than a majority of the combined voting power of the then-outstanding voting stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of voting stock of the Company immediately prior to such sale or transfer;

(iii) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the U.S. Exchange Act of 1934, as amended (the “Exchange Act”) of 35% or more of the combined voting power of the voting stock then outstanding after giving effect to such acquisition; or

(iv) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease, for any reason, to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board.

Provided, however, notwithstanding the foregoing provision (iii) above, unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of Section (iii) solely because (A) the Company, (B) a subsidiary, or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company or any subsidiary, either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 35% or otherwise.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur for purposes of this Policy unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto.

• “Retirement” as used herein shall mean a departure from the Board of Directors for any reason other than removal for cause and shall not be deemed to have occurred unless a “separation from service” has occurred within the meaning of Section 409A of the Code. To the extent any benefits are provided hereunder as a result of the Director’s Retirement, such benefits, to the extent provided from the date of separation from service through the end of the second calendar year following the year in which the separation from service occurred, is intended to be exempt from Section 409A of the Code pursuant to the in-kind benefits exception as set forth in Section 1.409A-1(b)(9)(v)(c) of the regulations promulgated thereunder.

[APPROVED by the Board of Directors of Dollar Thrifty Automotive Group, Inc., effective January 29, 2009.]

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EX-10

Exhibit 10.217

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the _____ day of _________, 20____ by and between DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Corporation”), and ___________________, who currently is serving as _____________________ of the Corporation (the “Indemnitee”).

RECITALS:

A.       The Indemnitee is currently serving in the capacity as _____________________________________’

B.        The Corporation wishes the Indemnitee to continue to serve in such capacity and the Indemnitee is willing, under certain circumstances, to continue in such capacity;

C.        Certain interpretations of the law and public policy have created uncertainty about activities of corporate directors and officers and the risk of significant personal liability to the Indemnitee;

D.        Damages sought and sometimes paid in many claims made against corporate directors and officers and the expenses required to defend such claims, whether or not the allegations are meritorious, do not bear a reasonable, logical relationship to the amount of compensation received by and may be beyond the financial resources of the Indemnitee;

E.        In addition to the indemnification to which the Indemnitee is entitled to under Delaware General Corporation Law and the Certificate of Incorporation of the Corporation, the Corporation furnishes, at its expense, directors’ and officers’ liability insurance protecting the Indemnitee for certain liabilities which might arise in connection with the Indemnitee’s service, but this insurance contains many restrictions and limitations;

F.        The Indemnitee has indicated that the Indemnitee does not regard the indemnification available under Delaware General Corporation Law, the Certificate of Incorporation of the Corporation, and the Corporation’s directors’ and officers’ liability insurance to be adequate protection against the risks associated with the Indemnitee’s service to or at the request of the Corporation;

G.        The Indemnitee and the Corporation have concluded that the exposure to risk of personal liability and payment of damages out of the Indemnitee’s personal assets may result in overly conservative direction and supervision of the Corporation’s affairs, which is detrimental to the best interests of the Corporation and its shareholders; and

H.        The Corporation has concluded that additional protection is appropriate and necessary for the Indemnitee.

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NOW, THEREFORE, in consideration of the Indemnitee’s continued and future service to the Corporation, the parties agree as follows:

1.         Indemnification. So long as the Indemnitee shall continue to serve in the capacity described above and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in said capacity, the Corporation agrees to indemnify the Indemnitee to the fullest extent permitted by the Delaware General Corporation Law, as it exists now and as it may be amended in the future, to provide additional indemnification for the Indemnitee.

2.         Additional Indemnification and Payment of Expenses. Without limiting the indemnification provided in, and so long as Indemnitee remains eligible for indemnification under, Section 1 and subject to the limitations, terms and conditions of this Agreement including, but not limited to, the limitations in Section 9, the Corporation agrees to:

(a)       indemnify the Indemnitee against all judgments for both compensatory and punitive damages, fines, penalties and settlements incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, any action by or in the right of the Corporation), to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Indemnitee is, was or at any time becomes a director, officer, employee, agent, representative or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or with respect to any employee benefit plan (or its participants or beneficiaries) of the Corporation or any such other enterprise, and

(b)       pay all costs, charges and other expenses, including, but not limited to, attorneys’ fees, costs of appearance, attachment and similar bonds (the “Expenses”) incurred in connection with the investigation and defense of any action, suit or proceeding described in Section 2(a).

3.         Maintenance of Directors’ and Officers’ Liability Insurance. The Corporation currently maintains directors’ and officers’ liability insurance (the “D&O Insurance”).

(a)       So long as the Indemnitee shall continue to serve in the capacity described above and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in said capacity, the Corporation shall maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing, in all respects, coverage and amounts at least comparable to that provided pursuant to the D&O Insurance.

(b)       Notwithstanding Section 3(a), the Corporation shall not be required to maintain directors’ and officers’ liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Corporation as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance, or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance.

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(c)       If the Corporation, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Corporation shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Insurance.

4.         Defense of Claim. With respect to any action, suit or proceeding described in Section 2, the Corporation may elect to assume the investigation and defense of such action, suit or proceeding with counsel it selects with the consent of the Indemnitee, which consent shall not be unreasonably withheld. After notice to the Indemnitee from the Corporation of its election to assume the investigation and defense, the Corporation shall not be liable to the Indemnitee under this Agreement for any expenses subsequently incurred by the Indemnitee in connection with the investigation and defense other than for services requested by the Corporation or the counsel it selected. The Indemnitee shall have the right to employ its own counsel, but the Expenses incurred by the Indemnitee after notice from the Corporation of its assumption of the investigation and defense shall be at the expense of the Indemnitee. Notwithstanding the foregoing, however, the Indemnitee shall be entitled to separate counsel in any action, suit or proceeding brought by or on behalf of the Corporation or as to which counsel for the Indemnitee reasonably concludes that there is a conflict of interest between the Corporation and the Indemnitee, provided that the Corporation shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one action, suit or proceeding.

5.         Advance Payment of Expenses. The Indemnitee’s reasonable Expenses incurred in connection with any action, suit or proceeding described in Section 2 shall be paid by the Corporation as they accrue, and, in any event, within thirty (30) days after the Corporation has received written request therefor from or on behalf of the Indemnitee. The Corporation shall continue to make such payments unless and until there has been a final adjudication by a court of competent jurisdiction establishing that the Indemnitee is not entitled to be indemnified for such Expenses under this Agreement.

6.         Indemnitee’s Reimbursement. The Indemnitee agrees to reimburse the Corporation for all amounts paid by the Corporation pursuant to Sections 1, 2, 3(c), 4 and 5 of this Agreement in the event and to the extent, but only in the event and only to the extent, that there is a final adjudication by a court of competent jurisdiction establishing that the Indemnitee is not entitled to be so indemnified or to have such Expenses paid by the Corporation.

7.         Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties and settlements but not, however, for all of the total amount, the Corporation shall nevertheless indemnify Indemnitee for the portion to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent the Indemnitee has been successful on the merits or otherwise in defense of any or all claims relating in whole or in part to any event, occurrence or circumstance that is a proper subject for indemnity hereunder or in defense of any issue or matter, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection with those defenses.

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8.         Contribution. If the indemnification or payments of Expenses provided by this Agreement should be unavailable or insufficient to hold the Indemnitee harmless, then the Corporation agrees that, for purposes of this Section 8, the Corporation shall be treated as if it were a party to the threatened, pending or completed action, suit or proceeding in which the Indemnitee was involved and that the Corporation shall contribute to the amounts paid or payable by the Indemnitee as a result of Expenses, judgments for both compensatory and punitive damages, fines, penalties and amounts paid in settlement. The amount of contribution provided by this Section 8 shall be determined by (a) the relative benefits accruing to the Corporation on the one hand and the Indemnitee on the other which arose out of the acts or omissions underlying the threatened, pending or completed action, suit or proceeding in which the Indemnitee was involved, (b) the relative fault of the Corporation on the one hand and the Indemnitee on the other in connection with such acts or omissions, and (c) any other equitable considerations appropriate under the circumstances. For purposes of this Section 8, the relative benefits of the Corporation shall be deemed to be the benefits accruing to it and the relative benefit of the Indemnitee shall be deemed to be an amount not greater than the Indemnitee’s compensation from the Corporation plus any personal benefit received from such acts or omissions. The relative fault shall be determined by reference to, among other things, the fault of the Corporation and all of its directors, officers, employees and agents (other than the Indemnitee), as a group and treated as one entity, on the one hand, and the Indemnitee’s and such group’s relative intent, knowledge, access to information and opportunity to have altered or prevented the act or omission on the other hand.

9.         Limitations on Indemnification, Advancement and Contribution. Notwithstanding anything contained in this Agreement to the contrary, the Corporation shall not be liable under this Agreement to make any indemnity payment, advancement of Expenses or Contribution in connection with any action, suit or proceeding:

(a)       to the extent that payment is actually made, or for which payment is available, to or on behalf of the Indemnitee under the directors’ and officers’ liability insurance, except in respect of any amount in excess of the limits of liability of the directors’ and officers’ liability insurance or any applicable deductible for the directors’ and officers’ liability insurance;

(b)       to the extent that payment has or will be made to the Indemnitee by the Corporation otherwise than pursuant to this Agreement;

(c)       to the extent that there was a final adjudication by a court of competent jurisdiction that the Indemnitee derived an improper personal benefit or otherwise breached the Indemnitee’s duty of loyalty to the Corporation or its shareholders;

(d)       to the extent that there was a final adjudication by a court of competent jurisdiction that the Indemnitee committed acts or omissions other than in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or which involved intentional misconduct or knowing violation of law;

(e)       to the extent relating to the authorization by the Indemnitee of the unlawful payment of a dividend or other unlawful distribution on, or purchase of, the Corporation’s stock;

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(f)        to the extent relating to an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law;

(g)       to the extent payment of which by the Corporation under this Agreement is determined by the final adjudication by a court of competent jurisdiction not to be permitted by applicable law; or

(h)       to the extent relating to a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce rights to indemnification) unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

10.       Enforcement of Indemnitee’s Rights. The Indemnitee shall have the right to enforce this Agreement in any court of competent jurisdiction if the Corporation either fails to indemnify the Indemnitee pursuant to Sections 1, 2 or 3(c) or fails to advance Expenses pursuant to Section 5 within thirty (30) days of the receipt of written request to do so from or on behalf of the Indemnitee. The burden of proof shall be on the Corporation in any such suit to demonstrate by the weight of the evidence that the Indemnitee is not entitled to indemnification or advance payment of Expenses. The Indemnitee’s Expenses incurred in successfully establishing the Indemnitee’s right to indemnification or advancement of Expenses, in whole or in part, in any such action (or settlement thereof) shall be paid by the Corporation.

11.       Change in Control. The Corporation agrees that if there is a Change in Control (hereinafter defined) of the Corporation (other than a Change in Control which has been approved by a majority of the Corporation’s Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and payments of Expenses under this Agreement, the Corporation shall seek legal advice only from special, independent counsel selected by the Indemnitee with the consent of the Corporation (which consent shall not be unreasonably withheld), and who has not otherwise performed services for the Corporation within the last five (5) years (other than in connection with such matters) or the Indemnitee. Such counsel, among other things, shall render a written opinion to the Corporation and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under this Agreement and applicable law. The Corporation agrees to pay the reasonable fees of the special, independent counsel and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or counsel’s engagement pursuant hereto.

For purposes of this Agreement, a “Change in Control” will mean if at any time any of the following events will have occurred:

(a)       the Corporation is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors (“Voting Stock”) of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such transaction;

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(b)       the Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or legal person, and as a result of such sale or transfer, less than a majority of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such sale or transfer;

(c)       the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the Voting Stock then outstanding after giving effect to such acquisition;

(d)       the Corporation files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Corporation has occurred or will occur in the future pursuant to any then-existing contract or transaction; or

(e)       individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease, for any reason, to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Corporation’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board;

provided, however, notwithstanding the foregoing provisions of subparagraphs (c) or (d) above, unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of subparagraphs (c) or (d) solely because (A) the Corporation, (B) a Subsidiary, or (C) any Corporation-sponsored employee stock ownership plan or any other employee benefit plan of the Corporation or any Subsidiary, either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 35% or otherwise, or because the Corporation reports that a change in control of the Corporation has or will occur in the future by reason of such beneficial ownership.

For purposes of this definition, “Subsidiary” shall mean a corporation, company or other entity (i) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than fifty percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Corporation.

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12.       Settlement. The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding without its written consent, which consent shall not be unreasonably withheld. The Corporation shall not settle any action, suit or proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent, which consent shall not be unreasonably withheld. In the event that consent is not given and the parties hereto are unable to agree on a proposed settlement, independent legal counsel shall be retained by the Corporation, at its expense, with the consent of the Indemnitee, which consent shall not be unreasonably withheld, for the purpose of determining whether or not the proposed settlement is reasonable under all the circumstances, and if independent legal counsel determines the proposed settlement is reasonable, the settlement may be consummated without the consent of the other party.

13.       Corporation Subrogation Rights. In the event of any payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against any person or organization and the Indemnitee shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights.

14.       Presumptions. For purposes of this Agreement, to the fullest extent permitted by law, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

15.       Non-Exclusive. Nothing in this Agreement shall diminish or otherwise restrict, and this Agreement shall not be deemed exclusive of, the Indemnitee’s rights to indemnification or advancement of Expenses under any provision of the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation or otherwise.

16.       Notice to the Corporation. The Indemnitee shall promptly notify the Corporation of any threatened, pending or completed action, suit or proceeding against the Indemnitee described in Section 2. The failure to notify or promptly notify the Corporation shall not relieve the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Corporation from liability hereunder only to the extent the Corporation has been prejudiced.

17.       Notices. Any notice that is required or permitted to be given under this Agreement shall be in writing and shall be personally delivered or deposited in the United States mail, certified or registered mail with proper postage prepaid and addressed:

If to Corporation:

Dollar Thrifty Automotive Group, Inc.

5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: General Counsel

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If to Indemnitee:

________________________________

________________________________

________________________________

or at such other address as the party may furnish to the other party by ten (10) days’ prior written notice.

18.       Severability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions.

19.       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such State without giving effect to the principles of conflicts of laws.

20.       Binding Effect. This Agreement shall be binding upon the Indemnitee and upon the Corporation, its successors and assigns, and shall inure to the benefit of the Indemnitee, the Indemnitee’s heirs, legal and personal representatives, successors and assigns and to the benefit of the Corporation, its successors and assigns. The Corporation shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Corporation, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Corporation or of any other enterprise at the Corporation’s request.

21.       Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CORPORATION:

DOLLAR THRIFTY AUTOMOTIVE GROUP,

ATTEST: INC., a Delaware corporation

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____________________________ By: ________________________________________

Vicki J. Vaniman Scott L. Thompson

Secretary President and Chief Executive Officer

INDEMNITEE:

__________________________________________

Name: _____________________________________

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EX-10

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exhibit 10.218

SUPPLY AGREEMENT

This Supply Agreement ("Agreement") is made this day 9^th day of February, 2009 between Ford Motor Company, a Delaware corporation ("Ford"), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (DTG). Ford and DTG shall be collectively referred to as the "Parties".

WHEREAS, Ford's program is offered to meet competitive offers and promote the selection of Ford, Lincoln and Mercury products.

WHEREAS, the purpose of this Agreement is to set forth the terms and conditions under which Ford will provide and DTG will acquire Ford Vehicles for use or in support of businesses conducted by DTG or franchised by DTG’s subsidiaries at various locations in the United States. Ford and DTG agree as follows:

Section 1

Term of Agreement

a) This Agreement shall be effective for the period beginning as of the date first written above (the "Effective Date") and ending on August 31^st, 2012. Either Party wishing to renew this Agreement must give written notice to the other party by June 1^st, 2012. This Agreement may, upon written agreement of the Parties entered prior to August 31^st, 2012, be renewed for a three-year term.  

b) Ford and DTG may terminate this Agreement upon mutual agreement at any time.  

c) The non-breaching Party may terminate this Agreement if the other Party shall materially breach any material representation, warranty, covenant or obligation contained in this Agreement, and such other party shall fail to cure such breach, if capable of cure, within 90 days after the date written notice specifying the nature of such breach is received by it from the non-breaching Party (or such longer period of time if permitted by the non-breaching party in writing).

d) A Party may terminate this Agreement effective immediately by giving written notice to the other Party in the event the other party is adjudged insolvent or bankrupt, or upon the institution of any proceeding by or against the other party (and, in the latter case, not dismissed within 30 days) seeking relief, reorganization or arrangement under any Law relating to insolvency, or for the making of any assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator or trustee of any substantial part of the other party's property or assets, or upon liquidation, dissolution or winding up of the other party's business.

e) Termination or expiration of this Agreement shall not affect either Party's obligations in existence on or prior to the effective date of the termination or expiration.

f) The provisions set forth in Sections 4, 5, 7 and 8 of this Agreement shall survive the termination or expiration of this Agreement to the extent required for their full observance and performance.

Section 2

Definitions

The terms set forth below shall have the following meanings:

a) Acquire - - to obtain by purchase Ford vehicles for use in or in support of DTG locations

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

b) Acquisition - - the act of Acquiring Vehicles.

c) Ford Dealer - - an independent entity in the United States authorized by Ford to sell new Ford Vehicles under one or more dealer sales and service agreements.

d) Ford Fleet Programs - - price incentives, guaranteed resale or repurchase incentives or similar programs, hold periods and restrictions, offered by Ford to purchasers of Ford Vehicles for daily rental service in the United States.

e) Ford Vehicle(s) - - any new and previously unregistered Vehicles bearing the marks "Ford", "Mercury", or "Lincoln" offered for sale by Ford in the United States to Ford Dealers for resale.

f) Program Year - - each period for 12 months from and including September 1^st to and including the next following August 31^st during the term of this Agreement. Each such Program Year shall be referred to by the calendar year next following the commencement of the Program Year. For example, the 2010 Program Year shall commence on September 1^st, 2009 and end on August 31^st, 2010. Program Year may also be referred to as the "Model Year".

g) Program Letter - - the document reflecting the specific arrangements agreed by DTG and Ford to meet the specific needs of the Parties for each Program Year. The Program Letter will be subject to the terms and conditions of this Agreement.

h) Program Year Volume - - total Ford Vehicle volume proposed for a specific Program Year that will be offered during program negotiation; following completion of negotiations, final Program Volume will be agreed upon between the Parties and noted in the Program Letter.

Section 3

Supply Provisions

a) Prior to the commencement of each Program Year, DTG shall provide Ford with the number of new vehicles that DTG projects it will purchase for that Program Year from all sources (“DTG's Program Year Units”). During each Program Year and subject to the terms of Section 3h, Ford agrees to make available, and DTG agrees to purchase, a Program Year Volume equal to ***% of DTG's Program Year Units, up to *** units. Notwithstanding the above and subject to the terms of Section 3h, a) DTG agrees to purchase, and Ford agrees to make available, a minimum Program Year Volume of *** Ford Vehicles, even if *** Ford Vehicles is more than ***% of DTG's projected Program Year Units for the 2010, 2011 and 2012 Program Years, and b) the Parties agree that the Program Year Volume for the 2009 Program Year shall be *** units, as outlined in Attachment I attached hereto and incorporated herein. Additional volume for any given Program Year may be requested by DTG, and Ford, at its discretion, may agree to increase the Program Year Volume offered for the given Program Year. Following completion of the Program Year negotiations, all final incentives and volumes will be reflected in the applicable calendar year Program Letter executed by Ford and DTG.

b) Ford Fleet Programs - Ford will provide to DTG, as soon as practicable prior to the commencement of the 2010, 2011 and 2012 Program Year, the Ford Fleet Program being offered for the upcoming Program Year. Ford reserves the right in its sole discretion to terminate, discontinue, amend, supplement, or modify any such Ford Fleet Program at any time and without cause, provided that such action will be discussed in advance with DTG, to attempt in good faith to resolve any concerns related to such program changes and provided that any such action by Ford shall not affect Ford’s obligations in existence on or prior to the effective date of such action as to vehicles already ordered or purchased by DTG. Ford Fleet Programs are published on the Ford Fleet Website (fleet.ford.com) and all changes within any specific program are updated on the website.

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

c) On or before July 1^st of each year, Ford shall provide a projected mix of Ford Vehicles for Acquisition by DTG during the upcoming Program Year. The projected mix shall specify total volume by model. Final Program Year volume mix shall be mutually agreed by both Ford and DTG and will be recorded in the Program Letter. Ford will use reasonable efforts to achieve the agreed mix, and DTG recognizes that the mix could change and that any such changes to the mix shall be changes determined necessary by Ford to accommodate changes to the Ford Vehicle production plans. Ford will work with DTG in good faith to attempt to resolve any DTG concerns related to changes to the mix. If the parties cannot agree, either party may terminate the agreement.

d) Following execution of the Program Letter by Ford and DTG, Ford will provide a full Program Year delivery forecast with delivery requirements by month. The monthly forecast will be reviewed and agreed upon by both DTG and Ford and changes may be made only by mutual agreement by both parties. Orders to support the delivery forecast must be submitted on a timely basis to support production requirements and at least ***% of the Program Year volume must be delivered prior to the end of December of the Program Year.

e) Ford will exercise commercially reasonable efforts to deliver to the delivery forecast. DTG understands and agrees that production loss attributable to (a) shortage or curtailment of material, labor, transportation, or utility service; (b) any labor, product or production difficulty; (c) any governmental action; and/or (d) any Excusable Event as defined in section 3(g) herein, may affect vehicle volumes and may result in lower volume deliveries and or delays in deliveries. In any such events(s), Ford shall notify DTG in a timely fashion and, if applicable, shall provide DTG with an estimate as to the time(s) of any delays in such deliveries. In the event Ford is unable to deliver DTG's desired volume and to the extent such shortfall/delay is not due to causes beyond Ford's reasonable control as set forth above hereof, Ford may, but is not required to, offer replacement volume. Offer and acceptance of replacement volume must be mutually acceptable to both parties.

f) Failure by DTG to acquire the agreed upon Program Volume within any given Program Year as documented in the applicable Program Letter for the model year, that is not attributable to (i) conditions outlined in Section 3(g), or (ii) termination or modification of the Ford Fleet Program that materially affects DTG, will result in a $*** per unit penalty payable to Ford on the units included in the Program Volume set forth in the Program Letter that are not purchased by DTG.

g) Neither Ford nor DTG will be liable for a delay or failure to perform directly due to an Excusable Event. An Excusable Event is a cause or event beyond the reasonable control of a party that is not attributable to its fault or negligence. Excusable Events include fire, flood, earthquake, and other extreme natural events, acts of God, riots, civil disorders, labor problems (including strikes, lockouts, and slowdowns regardless of their lawfulness), and war or acts of terrorism whether or not declared as such by a Government. In every case, other than those relating to labor problems, the failure to perform must be beyond the reasonable control, and not attributable to the fault or negligence, of the party claiming the Excusable Event. Excusable Events also include delays or nonperformance of a subcontractor, agent or supplier of a party only if and only to the extent that the cause or event would be an Excusable Event as defined in this Section. Excusable Events do not include the failure to comply with applicable law or to take actions reasonably necessary to schedule performance in anticipation of any customs, export-import, or other Government Requirement of which public notice has been given. The party claiming an Excusable Event will provide the other party with Written Notice of its occurrence and its termination as soon as commercially reasonable.

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

h) The Parties understand that their respective obligations to purchase or sell vehicles are conditioned upon their willingness to agree upon pricing, including incentives, vehicle make and model volumes and delivery times, and that neither Party will be obligated to the Program Year Volume unless the Parties come to agreement upon such terms at the time of negotiations and such terms are set forth in a Program Letter executed by Ford and DTG.

Section 4

Confidentiality

This Agreement is confidential between the Parties and is intended for the sole use of the Parties. Ford and DTG will each use Reasonable Care to protect the confidentiality of this Agreement. Reasonable Care is the standard of care that the party holding the information would use in protecting the confidentiality of its own confidential information. Notwithstanding the foregoing, and if practical and reasonable, after at least five days notice to the other party and subject to obtaining an appropriate confidentiality agreement from the recipient, either Party may disclose this Agreement to regulatory authorities having jurisdiction over such Party and to its independent auditors, its lenders and its financial and legal advisors. In the event that disclosure is sought by legal process, the Party served will act in good faith to notify the other Party to allow it sufficient time, to interpose legal objections to the requested disclosure or otherwise to seek other remedies with respect to the requested disclosure such as a protective order, order limiting access or order sealing documents. If either Party believes it is necessary or desirable to file or otherwise submit this document in a court proceeding or to a committee of its creditors, it shall notify the other Party and the Parties shall confer regarding any such disclosure and the possible conditions thereof. If agreement cannot be reached, the Party seeking to make the disclosures shall not do so without obtaining an order of a court with jurisdiction over the matter and any proceedings or documents filed in connection with the obtaining of such a court order to the maximum extent possible shall be filed under seal. Notwithstanding the above, DTG and Ford may share confidential information of the other Party with their: (a) Related Companies (defined as "any parent company of Ford or DTG, and any subsidiary or affiliate in which any of them owns or controls at least 25% of the voting stock, partnership interest or other ownership interest"), as appropriate, on a need to know basis; and (b) consultants, contractors, experts and agents; provided, that the person or entity with whom or which the information is being shared has agreed in writing to be bound by confidentiality provisions comparable to those specified herein. The obligations under this section do not apply to any information that: (1) is or becomes publicly available through no breach of any agreement between Ford and DTG; (2) is approved for release by the disclosing party in a written notice; (3) is lawfully obtained from a third party without a duty of confidentiality; (4) was already known to the receiving party prior to its disclosure, or (5) is required to be disclosed by a valid court order as set forth above.

Section 5

Dispute Resolution

If a dispute arises between the Parties relating to this Agreement, the following procedure shall be implemented before either party pursues other available remedies except that either Party may seek injunctive relief from a court where appropriate in order to maintain the status quo while this procedure is being followed:

a) The Parties shall hold a meeting promptly, attended by persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting shall be deemed to vitiate or reduce the obligations and liabilities of the parties hereunder or be deemed a waiver by a party hereto of any remedies to which such party would otherwise be entitled hereunder.

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

b) If, within 30 days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation in accordance with the then-current Model Procedure for Mediation of Business Disputes of the CPR Institute for Dispute Resolution or other similar entity as agreed by the parties, and to bear equally the costs of the mediation.

c) The Parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR Institute for Dispute Resolution if they have been unable to agree upon such appointment within 20 days from the conclusion of the negotiation period.

d) The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of 30 days. If the Parties are not successful in resolving the dispute through the mediation, then the Parties agree to submit the matter to binding arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration of Business Disputes, by a sole arbitrator who shall be experienced in contract law and have no present or past connection with either party.

e) Mediation or arbitration shall take place in the City of Dearborn, Michigan or such other neutral location acceptable to the parties unless otherwise agreed by the Parties. The substantive and procedural law of the State of Michigan shall apply to the proceedings. Equitable remedies shall be available in any arbitration. Punitive damages shall not be awarded. This clause is subject to the Federal Arbitration Act, 9 U.S.C.A. § 1 et seq. and judgment upon the award rendered by the Arbitrator, if any, may be entered by a court as provided in Section 28.

f) In any arbitration proceeding, the arbitrators are authorized to apportion costs and expenses, including investigation, legal and other expenses, which will include, if applicable, a reasonable estimate of allocated costs and expenses of in-house counsel and legal staff. Such costs and expenses are to be awarded only after the conclusion of the arbitration and will not be advanced during the course of such arbitration.

Section 6

Notices

All notices, consents, approvals or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when delivered personally or (ii) when telecopied (with confirmation of the transmission received by the sender), one business day after being delivered to a nationally recognized overnight courier with next day delivery specified or (iii) three business days after mailing by certified or registered U.S. Mail, return receipt requested, with first class postage prepaid, unless otherwise set forth in this Agreement, to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

(a) In the case of the Ford Motor Company,

Ford Motor Company

One American Road

Dearborn, Michigan 48126

Attention: Secretary's Office

Facsimile No.: (313) 248-7613

with a copy to:

Ford Motor Company

Regent Court Building, Suite 6N 494

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

16800 Executive Plaza Drive

Dearborn, Michigan 48126

Attention: Director North American Fleet, Leasing and Remarketing Operations

Facsimile No.: (313) 594-3006

(b) In the case of the Dollar Thrifty Automotive Group, Inc.,

Jeffrey A. Cerefice

Vice President, Fleet Management

5330 E. 31^st Street

Tulsa, Oklahoma 74135

Facsimile No:

918-669-2693

Email to: jeff.cerefice@dtag.com

With a copy to:

Vicki Vaniman

General Counsel

5330 E. 31^st Street

Tulsa, OK 74135

Email to: vicki.vaniman@dtag.com

Facsimile No: 918-669-3046

Section 7

Copyright and Trademark

a) DTG shall not, without the prior approval of Ford, use any trademark, trade name or logo used or claimed by Ford or any of its subsidiaries, or words or combinations containing the same or part thereof, in connection with any advertising, promotional materials or other products of DTG. All advertising and other promotional materials containing any such trademark or trade name used or claimed by Ford shall be submitted to Ford for approval prior to use. DTG shall promptly carry out all instructions and requirements issued by Ford from time to time to protect and promote the value, good will and reputation of any trademark or trade name used or claimed by Ford, and shall not contest the rights of Ford to exclusive use of any such trademark or trade name. DTG will not use, and will use all reasonable efforts to prevent the use at any DTG location not owned by DTG, any advertising or promotional materials that contain: the Ford script-in-oval trademark; the word "Ford" or "Ford Motor Company" in script; or any statement that is detrimental to Ford or to the good name of Ford, or to any product made or sold by Ford.

b) Ford may furnish to DTG from time to time, pictorial representations of Ford Vehicles for use by DTG in its advertising and promotion. DTG represents, warrants and covenants that no information or material released by DTG or any entity under its control will contain any reference to Ford or a Ford Vehicle that would reflect unfavorably on Ford, or, to the best of DTG’s knowledge violate the copyright or right of privacy of, or constitute a libel or slander or actionable derogation of, or violate any legal or equitable right of, any person or entity; and in all other respects DTG agrees, in the performance of its services hereunder, to comply with all laws, rules and regulations and other legal requirements applicable to the performance of such services.

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

c) Ford shall not, without the prior approval of DTG, use any trademark, trade name or logo used or claimed by DTG or any of its subsidiaries, or words or combinations containing the same or part thereof, in connection with any advertising, promotional materials or other products of Ford. All advertising and other promotional materials containing any such trademark or trade name used or claimed by DTG shall be submitted to DTG for approval prior to use. Ford shall promptly carry out all instructions and requirements issued by DTG from time to time to protect and promote the value, good will and reputation of any trademark or trade name used or claimed by DTG, and shall not contest the rights of DTG to exclusive use of any such trademark or trade name.

Section 8

Indemnification

DTG will indemnify and hold harmless Ford, and its dealers from and against all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys fees) arising out of or connected with any advertising, promotion or publicity released by DTG or under DTG's control due to any failure by DTG to perform any of its obligations under Section 4 or 7 of this Agreement.

Section 9

Miscellaneous

a) This Agreement contains the entire understanding of and all agreements between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters. The parties agree that any amounts currently payable by Ford to DTG will continue to be payable under the terms of existing agreements and understandings.

b) This Agreement will be governed by, and construed in accordance with, the laws of the State of Michigan, without considering its laws or rules related to choice of law. The waiver of any breach of any provision of this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach under this Agreement. No such waiver shall be effective unless in writing.

c) This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same agreement.

d) This Agreement shall bind and inure to the benefit of and be enforceable by Ford and DTG and their respective successors and assigns.

e) This Agreement may not be amended or supplemented in any manner except by mutual agreement of the parties and as set forth in a writing signed by the parties.

f) If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.

g) Section headings have been inserted in this Agreement as a matter of convenience of reference only, are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement.

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IN WITNESS WHEREOF, the Ford Motor Company and Dollar Thrifty Automotive Group, Inc. have caused their names to be signed hereto by their duly authorized officers as of the date first above written.

Ford Motor Company

By:________________________

Name:_____________________

Title:______________________

Dollar Thrifty Automotive Group, Inc.

By:________________________

Name:_____________________

Title:______________________

CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

North American Fleet, Lease, and Remarketing Operations                                 Exhibit 1
2009 VOLUME PROPOSAL - Dollar Thrifty Automotive Group
February 9, 2009
		Volume
	Ford Car
	Focus SE	***
	Taurus	***
	2010 Model Fusion - I4 SE, V6 SE Mix
	- I4 SE	***
	- V6 SE	***
	Total Ford Car	***
	Ford Truck
	Escape	***
	Explorer	***
	Expedition	***
	Expedition EL	***
	Econoline Van	***
	Econoline Wagon (E150)	***
	Econoline Wagon (E350 Super Duty)	***
	F-Series - U8500, O8500	***
	Total Ford Truck	***
	Lincoln-Mercury
	Milan	***
	Grand Marquis	***
	Mariner	***
	Mountaineer	***
	Town Car Signature Limited	***
	Navigator	***
	Total Lincoln-Mercury	***
	Total Ford & LM	***

EX-21

EXHIBIT 21

SUBSIDIARIES OF DTG

The following are significant subsidiaries of DTG at December 31, 2008:

Name Jurisdiction Also “doing business as”

DTG Operations, Inc. Oklahoma Dollar Rent A Car

Thrifty Rent-A-Car System, Inc. Oklahoma Thrifty Car Rental

Dollar Rent A Car, Inc. Oklahoma N/A

Thrifty, Inc. Oklahoma N/A

Rental Car Finance Corp. Oklahoma N/A

EX-23

EXHIBIT 23.39

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-79603, No. 333-89189, No. 333-33144, No. 333-33146, No. 333-50800, No. 333-128714 and No. 333-152401) of our reports dated March 3, 2009, relating to the consolidated financial statements and financial statement schedule of Dollar Thrifty Automotive Group, Inc. and subsidiaries and the effectiveness of Dollar Thrifty Automotive Group, Inc. and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Dollar Thrifty Automotive Group, Inc. for the year ended December 31, 2008.

/s/ DELOITTE & TOUCHE LLP

Tulsa, Oklahoma

March 3, 2009

EX-31

EXHIBIT 31.55

CERTIFICATION

I, Scott L. Thompson, certify that:

1. I have reviewed this annual report on Form 10-K of Dollar Thrifty Automotive Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2009

/s/ Scott L. Thompson

Scott L. Thompson

Chief Executive Officer

EX-31

EXHIBIT 31.56

CERTIFICATION

I, H. Clifford Buster III, certify that:

1. I have reviewed this annual report on Form 10-K of Dollar Thrifty Automotive Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2009

/s/ H. Clifford Buster III

H. Clifford Buster III

Chief Financial Officer

EX-32

EXHIBIT 32.55

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Dollar Thrifty Automotive Group, Inc. (the “Company”) for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott L. Thompson, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott L. Thompson

Scott L. Thompson

Chief Executive Officer

March 3, 2009

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Dollar Thrifty Automotive Group, Inc. and will be retained by Dollar Thrifty Automotive Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32

EXHIBIT 32.56

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Dollar Thrifty Automotive Group, Inc. (the “Company”) for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Clifford Buster III, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ H. Clifford Buster III

H. Clifford Buster III

Chief Financial Officer

March 3, 2009

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Dollar Thrifty Automotive Group, Inc. and will be retained by Dollar Thrifty Automotive Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.