10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

FORM 10-Q

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

For the quarterly period ended March 31, 2010

OR

[  ] 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	73-1356520
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes____     No____

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.

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 Exchange Act).     Yes     No   X    

The number of shares outstanding of the registrant’s Common Stock as of April 30, 2010 was 28,644,652.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

FORM 10-Q

CONTENTS

Page

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)  4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS 26

ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK 34

ITEM 4. CONTROLS AND PROCEDURES 35

ITEM 1. LEGAL PROCEEDINGS 35

ITEM 1A. RISK FACTORS  36

ITEM 6. EXHIBITS  37

SIGNATURES 38

INDEX TO EXHIBITS  39

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” about our expectations, plans and performance, including those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Outlook for 2010” and “Liquidity and Capital Resources.”  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 our pending acquisition by Hertz Global Holdings, Inc. (“Hertz”) or developments relating to the proposed transaction, including, among other things, diversion of management’s attention from day-to-day operations, a loss of key personnel, disruption of our operations, an inability to obtain regulatory and stockholder approvals on the terms and schedule contemplated, and the impact of pending or future litigation relating to the proposed transaction;

· the impact of persistent pricing and demand pressures, particularly in light of the continuing volatility in the global financial and credit markets and concerns about global economic prospects and the timing and strength of a recovery, and whether consumer confidence and spending levels will continue to improve;

· whether ongoing governmental and regulatory initiatives in the United States and elsewhere to stimulate economic growth will be successful;

· the impact of pricing and other actions by competitors, particularly as they increase fleet sizes in anticipation of seasonal activity;

· our ability to manage our fleet mix to match demand and meet our target for vehicle depreciation costs, particularly in light of the significant increase in the level of risk vehicles (i.e., those vehicles not acquired through a guaranteed residual value program) in our fleet and our exposure to the used vehicle market;

2

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

· whether efforts to revitalize the U.S. automotive industry are successful, particularly in light of our dependence on vehicle supply from U.S. automotive manufacturers;

· the effectiveness of actions we take to manage costs and liquidity and whether further reductions in the scope of our operations will be necessary in light of the economic environment;

· our ability to obtain cost-effective financing as needed (including replacement of asset backed notes and other indebtedness as it comes due) without unduly restricting operational flexibility;

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

· our ability to manage the consequences under our financing agreements of an event of bankruptcy with respect to any of the monoline insurers that provide credit support for our asset backed financing structures, including our ability to obtain any necessary waivers or consents with respect to recent developments involving Ambac;

· the potential for significant cash tax payments in 2010 as a result of the reduction in our fleet size and the resulting impact of our inability to defer gains on the disposition of our vehicles under our like-kind exchange program;

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

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

· volatility in gasoline prices;

· access to reservation distribution channels;

· disruptions in the operation or development of information and communication systems that we rely on, including those relating to methods of payment;

· the cost of regulatory compliance, costs and other effects of potential future initiatives, including those directed at climate change and its effects, and the costs and outcome of pending litigation; and

· the impact of natural catastrophes and terrorism.

3

PART I – FINANCIAL INFORMATION

ITEM 1.                   FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Dollar Thrifty Automotive Group, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the “Company”) as of March 31, 2010, and the related condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 2010 and 2009.  These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2009, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated March 4, 2010, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Tulsa, Oklahoma

May 5, 2010

4

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(In Thousands Except Per Share Data)
	Three Months
	Ended March 31,
	(Unaudited)
	2010			2009
REVENUES:
Vehicle rentals	$	332,484		$	345,313
Other		15,846			17,109
Total revenues		348,330			362,422
COSTS AND EXPENSES:
Direct vehicle and operating		179,858			185,016
Vehicle depreciation and lease charges, net		59,034			119,984
Selling, general and administrative		48,350			46,887
Interest expense, net of interest income of $231 and $3,334		21,408			26,154
Long-lived asset impairment		-			261
Total costs and expenses		308,650			378,302
Increase in fair value of derivatives		(7,370	)		(5,045	)
INCOME (LOSS) BEFORE INCOME TAXES		47,050			(10,835	)
INCOME TAX EXPENSE (BENEFIT)		19,758			(1,895	)
NET INCOME (LOSS)	$	27,292		$	(8,940	)
BASIC INCOME (LOSS) PER SHARE	$	0.96		$	(0.42	)
DILUTED INCOME (LOSS) PER SHARE	$	0.91		$	(0.42	)
See notes to condensed consolidated financial statements.

5

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2010 AND DECEMBER 31, 2009
(In Thousands Except Share and Per Share Data)
	March 31,			December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	352,074		$	400,404
Cash and cash equivalents-required minimum balance		100,000			100,000
Restricted cash and investments		146,507			622,540
Receivables, net		116,191			104,645
Prepaid expenses and other assets		71,268			63,377
Revenue-earning vehicles, net		1,565,479			1,228,637
Property and equipment, net		93,966			96,198
Income taxes receivable		-			4,065
Intangible assets, net		25,394			26,071
Total assets	$	2,470,879		$	2,645,937
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable	$	49,061		$	48,366
Accrued liabilities		190,375			204,340
Income taxes payable		5,749			-
Deferred income tax liability		170,493			162,923
Vehicle insurance reserves		109,258			108,584
Debt and other obligations		1,522,833			1,727,810
Total liabilities		2,047,769			2,252,023
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;
35,055,205 and 34,951,351 issued, respectively, and
28,629,652 and 28,536,445 outstanding, respectively		350			349
Additional capital		934,022			932,693
Accumulated deficit		(265,893	)		(293,185	)
Accumulated other comprehensive loss		(17,473	)		(18,374	)
Treasury stock, at cost (6,425,553 and 6,414,906 shares, respectively)		(227,896	)		(227,569	)
Total stockholders' equity		423,110			393,914
Total liabilities and stockholders' equity	$	2,470,879		$	2,645,937
See notes to condensed consolidated financial statements.

6

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(In Thousands)
	Three Months
	Ended March 31,
	(Unaudited)
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	27,292		$	(8,940	)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation:
Vehicle depreciation		84,689			119,662
Non-vehicle depreciation		4,813			5,340
Net (gains) losses from disposition of revenue-earning vehicles		(25,673	)		149
Amortization		1,832			1,998
Performance share incentive, stock option and restricted stock plans		684			1,118
Interest income earned on restricted cash and investments		(137	)		(1,551	)
Long-lived asset impairment		-			261
Provision for (recovery of) losses on receivables		(406	)		1,340
Deferred income taxes		7,361			(11,795	)
Change in fair value of derivatives		(7,370	)		(5,045	)
Change in assets and liabilities:
Income taxes payable/receivable		9,814			4,957
Receivables		4,882			13,399
Prepaid expenses and other assets		(5,513	)		2,161
Accounts payable		2,981			786
Accrued liabilities		(6,856	)		25,924
Vehicle insurance reserves		674			(1,684	)
Other		654			(703	)
Net cash provided by operating activities		99,721			147,377
CASH FLOWS FROM INVESTING ACTIVITIES:
Revenue-earning vehicles:
Purchases		(610,614	)		(230,386	)
Proceeds from sales		198,719			665,427
Change in cash and cash equivalents - required minimum balance		-			(100,000	)
Net change in restricted cash and investments		476,170			23,878
Property, equipment and software:
Purchases		(6,337	)		(1,764	)
Proceeds from sales		461			-
Acquisition of businesses, net of cash acquired		-			(8	)
Net cash provided by investing activities		58,399			357,147
				(Continued)

7

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(In Thousands)
	Three Months
	Ended March 31,
	(Unaudited)
	2010			2009
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and other obligations:
Proceeds from vehicle debt and other obligations		2,513			619
Payments of vehicle debt and other obligations		(204,993	)		(617,370	)
Payments of non-vehicle debt		(2,500	)		(20,000	)
Issuance of common shares		1,320			1
Excess tax benefit on share-based awards		(327	)		-
Financing issue costs		(2,463	)		(4,409	)
Net cash used in financing activities		(206,450	)		(641,159	)
CHANGE IN CASH AND CASH EQUIVALENTS		(48,330	)		(136,635	)
CASH AND CASH EQUIVALENTS:
Beginning of period		400,404			229,636
End of period	$	352,074		$	93,001
See notes to condensed consolidated financial statements, including Note 14 for supplemental cash flow information.

8

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the accounts of Dollar Thrifty Automotive Group, Inc. (“DTG”) and its subsidiaries.  DTG’s significant wholly owned subsidiaries include DTG Operations, Inc., Thrifty, Inc., Dollar Rent A Car, Inc., Rental Car Finance Corp. (“RCFC”) and Dollar Thrifty Funding Corp.  Thrifty, Inc. is the parent company of Thrifty Rent-A-Car System, Inc., which is the parent company of Dollar Thrifty Automotive Group Canada Inc. (“DTG Canada”).  The term the “Company” is used to refer to DTG and its subsidiaries, individually or collectively, as the context may require.

The accounting policies set forth in Item 8 - Note 1 of notes to the consolidated financial statements contained in DTG’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 4, 2010, have been followed in preparing the accompanying condensed consolidated financial statements.

The condensed consolidated financial statements and notes thereto for interim periods included hereinhave notbeen audited by an independent registered public accounting firm.  The condensed consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the Company’sopinion, it made all adjustments (w hich include only normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented.  Results for interim periods are not necessarily indicative of results for a full year.

2. CASH AND INVESTMENTS

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.

Cash and Cash Equivalents - Required Minimum Balance – In 2009, the Company amended its senior secured credit facilities (the “Senior Secured Credit Facilities”).  Under the terms of this amendment, the Company is required to maintain a minimum of $100 million at all times with $60 million in separate accounts with the Collateral Agent pledged to secure payment of amounts outstanding under the Term Loan and letters of credit issued under the Revolving Credit Facility (each as hereinafter defined).  Due to the minimum cash requirement covenant, the Company is required to separately identify the $100 million of cash on the face of the Condensed Consolidated Balance Sheet.  These funds are primarily held in highly rated money market funds with investments primarily in government and corpora te obligations.

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.  A portion of these funds is restricted due to the like-kind exchange tax program for deferred tax gains on eligible vehicle remarketing.  As permitted by the indenture, these funds are primarily held in highly rated money market funds with investments primarily in government and corporate obligations.  Restricted cash and investments are excluded from Cash and Cash Equivalents.

9

3. SHARE-BASED PAYMENT PLANS

Long-Term Incentive Plan

At March 31, 2010, the Company’s common stock authorized for issuance under the long-term incentive plan (“LTIP”) for employees and non-employee directors was 3,015,617 shares.  The Company has 460,636 shares available for future LTIP awards at March 31, 2010 after reserving for the maximum potential shares that could be awarded under existing LTIP grants.  The Company issues new shares of remaining authorized common stock to satisfy LTIP awards.

Compensation cost for performance shares, non-qualified option rights and restricted stock awards is recognized based on the fair value of the awards granted at the grant-date and is amortized to compensation expense on a straight-line basis over the requisite service periods of the stock awards, which are generally the vesting periods.The Company recognized compensation costs of $0.7 million and $1.1 million during the three months ended March 31, 2010 and 2009, respectively, for such awards.  The total income tax benefit recognized in the statements of operations for share-based compensation payments was $0.3 million and $0.2 million for the three months ended March 31, 2010 and 2009, respectively.

Option Rights Plan – Under the LTIP, the Human Resources and Compensation Committee may grant non-qualified option rights to key employees and non-employee directors.

The Company recognized $0.4 million and $0.9 million in compensation costs (included in the $0.7 million and $1.1 million discussed above, respectively) for the three months ended March 31, 2010 and 2009, respectively.  No awards were granted in 2010.  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 2009 were as follows: weighted-average expected life of the awards of five years, volatility factor of 80.24%, risk-free rate of 2.36% and no dividend payments.  The weighted average grant-date fair value of these options was $2.97.  The options vest in installments over three years with 20% exercisable in each of 20 10 and 2011 and the remaining 60% exercisable in 2012.  Expense is recognized over the service period which is the vesting period.  Unrecognized expense remaining at March 31, 2010 and 2009 for the options is $2.5 million and $1.8 million, respectively.

10

The following table sets forth the non-qualified option rights activity under the LTIP for the three months ended March 31, 2010:

						Weighted-
				Weighted-		Average		Aggregate
	Number of			Average		Remaining		Intrinsic
	Shares			Exercise		Contractual		Value
	(In Thousands)			Price		Term		(In Thousands)
Outstanding at January 1, 2010		2,451		$	6.55		8.11	$	46,702
Granted		-			-
Exercised		(71	)		18.66
Canceled		-			-
Outstanding at March 31, 2010		2,380		$	6.19		8.09	$	61,725
Fully vested options at:
March 31, 2010		412		$	6.66		6.32	$	10,509
Outstanding Options at March 31, 2010
expected to vest		1,968		$	6.10		8.76	$	51,216

The total intrinsic value of options exercised during the three months ended March 31, 2010 was $­­­­­­0.6 million.  Total cash received for non-qualified option rights exercised during the three months ended March 31, 2010 totaled $1.3 million.  No options were exercised during the three months ended March 31, 2009.  The Company deems a tax benefit to be realized 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.  The Company realized $0.2 million in tax benefits from the options exe rcised during the three months ended March 31, 2010.

The following table summarizes information regarding fixed non-qualified option rights that were outstanding at March 31, 2010:

	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		843		8.54	$	0.95		281	$	0.95
$4.44 - $11.45		1,121		9.01		4.54		16		11.45
$13.98 - $24.38		416		4.69		21.26		115		19.87
$0.77 - $24.38		2,380		8.09	$	6.19		412	$	6.66

Performance Shares – Performance shares are granted to Company officers and certain key employees. The Company recognized $0.2 million and $0.1 million in compensation costs (included in the $0.7 million and $1.1 million discussed above, respectively) for the three months ended March 31, 2010 and 2009, respectively.  No performance shares have been granted in 2010 or 2009.  The awards granted in 2008 established a target number of shares that generally vest at the end of a three-year requisite service period following the grant-date.  

11

In March 2010, the 2007 grant of performance shares earned from January 1, 2007 through December 31, 2009, net of forfeitures, net of approximately 11,000 shares withheld for the payment of taxes owed by the recipient, totaling approximately 22,000 shares vested were settled through the issuance of common stock totaling approximately $1.5 million.  The Company paid taxes on behalf of the recipients and designated the shares withheld as treasury shares.  In March 2009, the 2006 grant of performance shares earned from January 1, 2006 through December 31, 2008, net of forfeitures, totaling approximately 61,000 shares vested and approximately 3,000 shares vested under the 2007 grant of performance shares for certain participants pursuant to separation or retirement arrangement were settled through the issuance of commo n stock totaling approximately $0.1 million.  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.

The following table presents the status of the Company’s nonvested performance shares as of March 31, 2010 and any changes during the three months ended March 31, 2010:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2010		188		$	39.75
Granted		-			-
Vested		(33	)		56.60
Forfeited		(57	)		56.60
Nonvested at March 31, 2010		98		$	24.39

At March 31, 2010, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $0.2 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 0.75 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 the three months ended March 31, 2010 and 2009 was $1.0 million and $0.1 million, respectively. The maximum amount for which performance shares may be granted under the LTIP during any year to any participant is 160,000 common shares.

Restricted Stock Units – Under the LTIP, the Company may grant restricted stock units to key employees and non-employee directors.  The Company recognized $0.1 million in compensation costs (included in the $0.7 million and $1.1 million discussed above), in each of the three months ended March 31, 2010 and 2009.  The grant-date fair value of the award is based on the closing market price of the Company’s common shares at the date of grant.  In January 2010, non-employee directors were granted 17,800 shares with a grant-date fair value of $25.28 per share that fully vest on December 31, 2010. In January 2009, non-employee directors were granted 95,812 shares with a grant-date fair value of $1.23 per share and 56,910 shares that had th e right to receive cash payments at the settlement date price.  The grants fully vested on December 31, 2009.  An employee director was also granted 50,000 shares in May 2009 with a grant-date fair value of $4.44 per share, that vest in installments over three years with 20% vesting in each of 2010 and 2011 and the remaining 60% vesting in 2012.  At March 31, 2010, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.5 million, which is expected to be recognized on a straight-line basis over the vesting period of the restricted stock units.

12

The following table presents the status of the Company’s nonvested restricted stock units as of March 31, 2010 and any changes during the three months ended March 31, 2010:

			Weighted-Average
	Shares		Grant-Date
Nonvested Shares	(In Thousands)		Fair Value
Nonvested at January 1, 2010		94	$	4.24
Granted		18		25.28
Vested		-		-
Forfeited		-		-
Nonvested at March 31, 2010		112	$	7.62

4. VEHICLE DEPRECIATION AND LEASE CHARGES, NET

Vehicle depreciation and lease charges include the following (in thousands):

	Three Months
	Ended March 31,
	2010			2009
Depreciation of revenue-earning vehicles	$	84,689		$	119,662
Net (gains) losses from disposal of revenue-earning vehicles		(25,673	)		149
Rents paid for vehicles leased		18			173
	$	59,034		$	119,984

5. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is based on the combined weighted average number of common shares and dilutive potential common shares outstanding which include, where appropriate, the assumed exercise of options.  In computing diluted earnings per share, the Company utilizes the treasury stock method.  Because the Company incurred a loss from continuing operations in the first quarter of 2009, outstanding stock options, performance awards and employee and director compensation shares deferred are anti-dilutive.  Accordingly, basic and diluted weighted average shares outstanding are equal for the quarterly period ended March 31, 2009.

13

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share (“EPS”) is shown in the following table (in thousands, except share and per share data):

	Three Months
	Ended March 31,
	2010		2009
Net income (loss)	$	27,292	$	(8,940	)
Basic EPS:
Weighted-average common shares		28,522,616		21,483,042
Basic EPS	$	0.96	$	(0.42	)
Diluted EPS:
Weighted-average common shares		28,522,616		21,483,042
Shares contingently issuable:
Stock options		1,150,858		-
Performance awards		86,091		-
Employee compensation shares deferred		49,774		-
Director compensation shares deferred		217,462		-
Shares applicable to diluted		30,026,801		21,483,042
Diluted EPS	$	0.91	$	(0.42	)

For the three months ended March 31, 2010, all options to purchase shares of common stock were included in the computation of diluted earnings per share because no exercise price was greater than the average market price of the common shares.

For the three months ended March 31, 2009, outstanding common stock equivalents that were anti-dilutive and therefore excluded from the computation of diluted EPS totaled 828,278.

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6. RECEIVABLES

Receivables consist of the following (in thousands):

	March 31,			December 31,
	2010			2009
Trade accounts receivable and other	$	70,400		$	76,304
Vehicle manufacturer receivables		40,313			30,194
Car sales receivable		12,557			5,677
		123,270			112,175
Less:  Allowance for doubtful accounts		(7,079	)		(7,530	)
	$	116,191		$	104,645

Trade accounts receivable and other 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.

Vehicle manufacturer receivables include primarily amounts due under guaranteed residual, buyback and Non-Program Vehicle (hereinafter defined) incentive programs, which are paid according to contract terms and are generally received within 60 days.  This receivable does not include expected payments on Program Vehicles (hereinafter defined) remaining in inventory as those residual value guarantee obligations are not triggered until the vehicles are sold.

Car sales receivable include primarily amounts due from car sale auctions for the sale of both Program Vehicles and Non-Program Vehicles.  Vehicles purchased by vehicle rental companies under programs where either the rate of depreciation or the residual value is guaranteed by the manufacturer are referred to as “Program Vehicles.”  Vehicles not purchased under these programs and for which rental companies therefore bear residual value risk are referred to as “Non-Program Vehicles” or “risk vehicles.”

Allowance for doubtful accounts represents potentially uncollectible amounts owed to the Company from franchisees, tour operators, corporate account customers and others.

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7. DEBT AND OTHER OBLIGATIONS

Debt and other obligations as of March 31, 2010 and December 31, 2009 consist of the following (in thousands):

	March 31,			December 31,
	2010			2009
Vehicle debt and other obligations
Asset backed medium term notes:
Series 2007-1 notes (matures July 2012)	$	500,000		$	500,000
Series 2006-1 notes (matures May 2011)		600,000			600,000
Series 2005-1 notes (matures June 2010)		200,000			400,000
		1,300,000			1,500,000
Discounts on asset backed medium term notes		(2	)		(5	)
Asset backed medium term notes, net of discount		1,299,998			1,499,995
Limited partner interest in limited partnership
(Canadian fleet financing)		67,210			69,690
Total vehicle debt and other obligations		1,367,208			1,569,685
Non-vehicle debt
Term Loan		155,625			158,125
Total non-vehicle debt		155,625			158,125
Total debt and other obligations	$	1,522,833		$	1,727,810

The scheduled amortization of the Series 2005-1 notes began during the first quarter with $200 million of principal payments made during the quarter.  The remaining principal balance of the Series 2005-1 notes will be amortized monthly through June 2010.

In March 2010, the Company made its minimum quarterly principal payment of $2.5 million under the Term Loan. The Company will continue to make minimum quarterly principal payments of $2.5 million through the maturity of the Term Loan in June 2013, when the remaining balance will be paid in full.

The Series 2005-1 notes, Series 2006-1 notes and Series 2007-1 notes are insured by Syncora Guarantee Inc., Ambac Assurance Corporation and Financial Guaranty Insurance Company, respectively.

8. 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 asset backed medium term note issuance in 2005 through 2007, to effectively convert variable interest rates on a total of $1.25 billion in asset backed medium term notes to fixed interest rates.  These swaps have termination dates through July 2012.

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The fair values of derivatives outstanding at March 31, 2010 and December 31, 2009 are as follows (in thousands):

	Fair Value of Derivative Instruments
	Asset Derivatives						Liability Derivatives
	March 31,			December 31,			March 31,			December 31,
	2010			2009			2010			2009
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate contracts	Receivables	$	-	Receivables	$	-	Accrued Liabilities	$	40,915	Accrued Liabilities	$	40,639
Total derivatives designated as hedging instruments
		$	-		$	-		$	40,915		$	40,639
Derivatives not designated as hedging instruments
Interest rate contracts	Receivables	$	-	Receivables	$	16	Accrued Liabilities	$	27,346	Accrued Liabilities	$	34,732
Total derivatives not designated as hedging instruments
		$	-		$	16		$	27,346		$	34,732
Total derivatives		$	-		$	16		$	68,261		$	75,371

The interest rate swap agreements related to the Series 2005-1 notes and Series 2006-1 notes do not qualify for hedge accounting treatment. The (gain) loss recognized in income on derivatives not designated as hedging instruments for the three months ended March 31, 2010 and 2009 is as follows (in thousands):

	Amount of (Gain) or Loss Recognized in Income on Derivative						Location of (Gain) or Loss Recognized in Income on Derivative
	Three Months Ended
	March 31,
Derivatives Not Designated as Hedging Instruments	2010			2009
							Net increase in fair
Interest rate contracts	$	(7,370	)	$	(5,045	)	value of derivatives
Total	$	(7,370	)	$	(5,045	)

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The interest rate swap agreement entered into in May 2007 related to the Series 2007-1 notes (“2007 Swap”) constitutes a cash flow hedge and satisfies the criteria for hedge accounting under the “long-haul” method.  The amount of gain (loss) recognized on derivatives in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income (loss) for the three months ended March 31, 2010 and 2009 are as follows (in thousands):

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)				Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)						Location of (Gain) or Loss Reclassified from AOCI in Income (Effective Portion)
	Three Months Ended March 31,				Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships	2010		2009		2010			2009
Interest rate contracts	$	297	$	963	$	(3,392	)	$	(3,324	)	Interest expense, net of interest income
Total	$	297	$	963	$	(3,392	)	$	(3,324	)

Note: Amount of Gain or (Loss) Reclassified from AOCI into income, which was disclosed without the tax effect in the condensed

          consolidated financial statements for the period ended March 31, 2009, has been modified to conform to the presentation

          for the period ended March 31, 2010 on a net of tax basis.

At March 31, 2010, the Company’s interest rate contracts related to the 2007 Swap were effectively hedged, and no ineffectiveness was recorded in income.  Based on projected market interest rates, the Company estimates that approximately $13.6 million of net deferred loss related to the 2007 Swap will be reclassified into earnings within the next 12 months.

9. FAIR VALUE MEASUREMENTS

Financial instruments are presented at fair value in the Company’s balance sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. 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 o wn assumptions.

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The following tables show assets and liabilities measured at fair value as of March 31, 2010 and December 31, 2009 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

				Fair Value Measurements at Reporting Date Using
	Total Fair			Quoted Prices in		Significant Other			Significant
(in thousands)	Value Assets			Active Markets for		Observable			Unobservable
	(Liabilities)			Identical Assets		Inputs			Inputs
Description	at 3/31/10			(Level 1)		(Level 2)			(Level 3)
Derivative Liabilities	$	(68,261	)	$	-	$	(68,261	)	$	-
Marketable Securities  (available for sale)		438			438		-			-
Deferred Compensation Plan Assets (a)		2,661			-		2,661			-
Total	$	(65,162	)	$	438	$	(65,600	)	$	-

(a) The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value. The liability was not reported at fair value as of the transition, but rather set to equal fair value of the assets held in the related rabbi trust.

				Fair Value Measurements at Reporting Date Using
	Total Fair			Quoted Prices in		Significant Other			Significant
(in thousands)	Value Assets			Active Markets for		Observable			Unobservable
	(Liabilities)			Identical Assets		Inputs			Inputs
Description	at 12/31/09			(Level 1)		(Level 2)			(Level 3)
Derivative Assets	$	16		$	-	$	16		$	-
Derivative Liabilities		(75,371	)		-		(75,371	)		-
Marketable Securities  (available for sale)		424			424		-			-
Deferred Compensation Plan Assets (a)		1,546			-		1,546			-
Total	$	(73,385	)	$	424	$	(73,809	)	$	-

(a) The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value. The liability was not reported at fair value as of the transition, but rather set to equal fair value of the assets held in the related rabbi trust.

The fair value of derivative assets and liabilities, consisting primarily of interest rate 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 that 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.  There were no transfers into or out of Level 1 or Level 2 measurements for the three months ended March 31, 2010 o r the twelve months ended December 31, 2009. The Company had no Level 3 investments at any time during the three months ended March 31, 2010 or the twelve months ended December 31, 2009.

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Cash and Cash Equivalents, Cash and Cash Equivalents – Required Minimum Balance, 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.

Letters of Credit and Surety Bonds – The letters of credit and surety bonds of $136.2 million and $41.1 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 the Company’s Canadian fleet.

Debt and Other Obligations – 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.  The following tables provide information about the Company’s market sensitive financial instruments valued at March 31, 2010 and December 31, 2009:

Debt and other obligations	Carrying		Fair Value
at March 31, 2010	Value		at 3/31/10
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (1)	$	1,245,000	$	1,193,662
Vehicle debt and obligations-fixed rates	$	55,000	$	54,998
Vehicle debt and obligations-Canadian dollar denominated	$	67,210	$	67,210
Non-vehicle debt - Term Loan	$	155,625	$	147,844

(1) Includes $145 million relating to the Series 2005-1 notes, the $600 million Series 2006-1 notes and the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates.

Debt and other obligations	Carrying		Fair Value
at December 31, 2009	Value		at 12/31/09
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (1)	$	1,390,000	$	1,307,100
Vehicle debt and obligations-fixed rates	$	110,000	$	110,408
Vehicle debt and obligations-Canadian dollar denominated	$	69,690	$	69,690
Non-vehicle debt - Term Loan	$	158,125	$	143,894

(1) Includes $290 million relating to the Series 2005-1 notes, the $600 million Series 2006-1 notes and the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates.

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10. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is comprised of the following (in thousands):

	Three Months
	Ended March 31,
	2010		2009
Net income (loss)	$	27,292	$	(8,940	)
Interest rate swap adjustment on 2007 swap		297		963
Foreign currency translation adjustment		604		(614	)
Comprehensive income (loss)	$	28,193	$	(8,591	)

11. INCOME TAXES

The Company has provided for income taxes in the U.S. and in Canada based on taxable income or loss and other tax attributes separately for each jurisdiction.  The Company has established tax provisions separately for U.S. taxable income and Canadian losses, for which no income tax benefit was recorded.  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.

For the three months ended March 31, 2010, the overall effective tax rate of 42.0% differed from the U.S. statutory rate due primarily to the state and local taxes and losses relating to DTG Canada for which no benefit was recorded due to full valuation allowance.  For the three months ended March 31, 2009, the overall effective tax rate of 17.5% differed from the U.S. statutory rate due primarily to the state and local taxes and losses relating to DTG Canada for which no benefit was recorded due to full valuation allowance.

As of March 31, 2010, the Company had no material liability for unrecognized tax benefits and no material adjustments to the Company’s opening financial position were required under Accounting Standards Codification (“ASC”) Topic 740.  There are no material tax positions for which it is reasonably possible that unrecognized tax benefits will significantly change in the 12 months subsequent to March 31, 2010.

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 2006 and later are subject to examination by U.S. federal taxing authorities and the tax years 2005 and later 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 condensed consolidated statement of operations.  No amounts were recognized for interest and penalties under ASC Topic 740 during the three months ended March 31, 2010 and 2009.

12. COMMITMENTS AND CONTINGENCIES

On April 28, 2010, a purported class action complaint relating to the proposed transaction with Hertz was filed in Oklahoma state court against the Company, its directors, certain of its officers and Hertz by Marc S. Henzel, individually and on behalf of all of the Company’s stockholders, excluding the defendants and their affiliates.  

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The complaint alleges that the consideration that the Company’s stockholders will receive in connection with the proposed transaction is inadequate and that the Company’s directors breached their fiduciary duties to stockholders in negotiating and approving the Merger Agreement (hereinafter defined).  The complaint further alleges that the Company and Hertz aided and abetted the alleged breaches by the Company’s directors.  The complaint seeks various forms of relief, including injunctive relief that would, if granted, prevent the proposed transaction from being consummated in accordance with the agreed-upon terms.  The case is styled Henzel v. Dollar Thrifty Automotive Group, Inc., et al. (No. CJ-2010-02761, Dist. Ct. Tulsa County ).  Two other purported class actions have been filed asserting substantially identical claims and seeking similar relief against the Company, its directors, certain of its officers and Hertz.  The first of these is styled Rosendale v. Dollar Thrifty Automotive Group, Inc., et al. (No. CJ-2010-02893, Dist. Ct. Tulsa County) and was filed on May 4, 2010 in Oklahoma state court by Michael Rosendale individually and on behalf of all of the Company's stockholders, excluding the defendants and their affiliates.  The second is styled Sinclair v. Dollar Thrifty Automotive Group, Inc., et al. (No. 5456, Del. Ch. Ct.) and was filed on May 5, 2010 in Delaware state court by Cynthia Sinclair, individually and on behalf of all of the Company's stockholders, excluding the defendants and their affiliates.  The Company believes that these complaints are without merit and intends to defend them vigorously.

Various other legal actions, claims and governmental inquiries and proceedings have been in the past, or may be in the future, asserted or instituted against the Company, including other purported class actions or proceedings relating to the Hertz transaction, and some that may 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 m atters 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.

13. NEW ACCOUNTING STANDARDS

In May 2009, the FASB issued guidance related to subsequent events, which is included in ASC topic 855, “Subsequent Events” ("ASC Topic 855”) and is effective for interim periods ending after June 15, 2009.  In February 2010, the FASB amended ASC Topic 855 for clarification of disclosure requirements for subsequent events.  The provisions require Company management to evaluate events or transactions occurring subsequent to the balance sheet date but prior to the issuance of the financial statements for potential recognition or disclosure in the financial statements and to disclose the results of management’s findings in the financial statements.  In addition, the provisions identify the circumstances under which an entity must recognize events or transactions occurring after the ba lance sheet date in its financial statements and the required disclosures of such events.  The Company adopted the provisions as required beginning with the period ended June 30, 2009.  See Note 15 for required disclosure.

In December 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-17, “Consolidations (ASC Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”), which is effective for annual periods beginning after November 15, 2009.  ASU 2009-17 requires Company management to consider a variable entity’s purpose and design and the Company’s ability to direct the activities of the variable interest entity that most significantly impact such entity’s economic performance when determining whether such entity should be consolidated.  The Company adopted the provisions of ASU 2009-17 as required on January 1, 2010. The provisions had no impact on the Company’s consolidated financial position or resul ts of operations upon adoption.

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820): Improving Disclosures about Fair Value Measurements” which amends ASC Subtopic 820, “Fair Value Measurements and Disclosures” (“ASU 2010-06”) to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements.  ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The Company adopted the provisions of ASU 2010-06 as required on January 1, 2010.  See Note 9 for required disclosure.

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14. SUPPLEMENTAL CASH FLOW DISCLOSURES

	Three Months
	Ended March 31,
	2010		2009
	(In Thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Income taxes to taxing authorities	$	2,572	$	4,930
Interest	$	19,767	$	25,573
SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING
NONCASH ACTIVITIES:
Sales and incentives related to revenue-earning vehicles
included in receivables	$	49,741	$	64,631
Purchases of property, equipment and software included
in accounts payable	$	628	$	755

Restatement of Cash Flow Statement Presentation Related to Purchases and Sales of Revenue-Earning Vehicles

In connection with the Company’s preparation of its Annual Report on Form 10-K for the year ended December 31, 2009, management concluded that the appropriate presentation of sales of revenue-earning vehicles and incentives related to vehicle purchases for which cash has not been received is to exclude them from both the operating and investing sections of the cash flow statement, with supplemental disclosure of such amounts reported in the footnotes.  These amounts were properly reported in the consolidated statement of cash flows for the year ended December 31, 2009, and the 2009 quarterly amounts that are required to be restated in 2010 quarterly periods were disclosed in Item 8-Note 18 of notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

The Company has restated its condensed consolidated statement of cash flows for the three months ended March 31, 2009 to exclude the impact of sales of revenue-earning vehicles for which proceeds had not yet been received, as well as changes in certain vehicle-related incentives due from manufacturers, both of which were included in cash flow from operating activities as a change in receivables at the end of that period.  These amounts were directly offset by corresponding amounts reported in proceeds from sales of revenue-earning vehicles and purchases of revenue-earning vehicles in the investing section of the statement of cash flows.  The impact of the restatement on amounts reported in the operating and investing sections of the cash flow statements are equal in amount and fully offset.  There is no i mpact on the Company’s previously reported results of operations or financial position for the quarterly period ended March 31, 2009 and this restatement does not affect the Company’s previously reported disclosures relating to liquidity or its compliance with debt covenants for this period.

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A summary of the cash flow amounts affected by the restatement are as follows:

	Three Months
	Ended March 31, 2009
	As Previously						As
	Reported			Adjustment			Restated
	(In Thousands)
Net cash provided by operating activities	$	241,698		$	(94,321	)	$	147,377
Net cash provided by investing activities		262,826			94,321			357,147
CHANGE IN CASH AND CASH EQUIVALENTS		(136,635	)		-			(136,635	)

15. SUBSEQUENT EVENTS

In preparing the accompanying condensed consolidated financial statements, the Company has reviewed events that have occurred after March 31, 2010 through the issuance of the financial statements. The Company noted no reportable subsequent events other than the subsequent events noted below.

On April 8, 2010, RCFC issued $200 million of rental car asset backed variable funding notes (the “Series 2010-1 notes”) which may be repaid and redrawn in whole or in part at any time during the Series 2010-1 notes’ two-year revolving period.  RCFC’s initial borrowing under the Series 2010-1 notes on April 9, 2010 was $200 million.  At the end of the revolving period, the then-outstanding principal amount of the Series 2010-1 notes will be repaid monthly over a six-month period, beginning in April 2012, with the final payment in September 2012.  The Series 2010-1 notes bear interest at a spread of 275 basis points above the weighted-average commercial paper rate offered by the commercial paper conduit purchaser or purchasers from time to time funding advances under the Series 2010 - -1 notes, or at 475 basis points over the affiliated bank’s base rate or a Eurodollar rate in the event that the conduit purchaser is not at such time funding amounts outstanding under the Series 2010-1 notes.  There were no upfront fees associated with the issuance and sale of the Series 2010-1 notes.

On April 8, 2010, RCFC entered into an interest rate cap agreement for a term of 30 months with a notional amount of $200 million to limit the Series 2010-1 notes’ floating rate to a maximum of 5%.

On April 25, 2010, the Company, Hertz and HDTMS, Inc., a wholly owned subsidiary of Hertz (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for Hertz to acquire the Company for a purchase price of $41.00 per share.  Under the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Hertz.

Under the Merger Agreement, the Company’s stockholders will receive cash and shares of Hertz common stock.  The Company has agreed in the Merger Agreement to declare and pay a $200 million special cash dividend, expected to be approximately $6.88 per share of its common stock (the “Special Dividend Per Share Amount”), to its stockholders of record immediately prior to the effective time of the merger.  At the effective time and as a result of the merger, each outstanding share of the Company’s common stock will be converted into the right to receive the merger consideration (the “Merger Consideration”), consisting of (x) 0.6366 of a share of Hertz common stock and (y) a cash payment by Hertz equal to $32.80 less the Special Dividend Per Share Amount.

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At the effective time of the merger, each outstanding option to purchase shares of the Company’s common stock under its employee stock plans will be converted into an option to purchase shares of Hertz common stock, on the same terms and conditions as applicable to the options to purchase the Company’s common stock, except that the number of shares of Hertz common stock and the exercise price per share will be adjusted based on the Merger Consideration and the Special Dividend Per Share Amount.  All outstanding awards of restricted stock units or performance awards will vest and be converted into a right to receive a lump sum cash payment equal to the product of (x) the number of shares of the Company’s common stock subject to such award (in the case of a performance awards, at the target level) and (y) the sum of (i) $32.80, representing the sum of (A) the Special Dividend Per Share Amount and (B) the amount per share of the Company’s common stock payable by Hertz as the cash portion of the Merger Consideration, and (ii) the value of the stock portion of the Merger Consideration, valued at the price per share of Hertz common stock on the closing date of the merger (or if not a trading day, the last trading day prior to the merger).

The transaction is subject to customary closing conditions, including, among others, adoption of the Merger Agreement by the Company’s stockholders, regulatory approvals, absence of any law or order prohibiting the transaction, effectiveness of the registration statement for the shares of Hertz common stock to be issued in the merger and the listing of such shares on the New York Stock Exchange, accuracy of certain representations and warranties and material compliance with covenants, absence of any Material Adverse Effect (as defined) with respect to the Company or Hertz and payment by the Company of the $200 million special dividend.  The transaction is not conditioned on receipt of financing by Hertz.

The Merger Agreement contains certain termination rights for both the Company and Hertz and further provides that, upon termination of the Merger Agreement, under specified circumstances, either the Company or Hertz may be required to pay the other party a termination fee of $44,600,000, plus reimbursement of up to $5,000,000 of such party’s reasonable out-of-pocket transaction expenses.

Pending litigations relating to the merger are described in Note 12 to the condensed consolidated financial statements and under Part II, Item 1 – Legal Proceedings. Further information regarding this proposed transaction can be found in the Company’s current report on Form 8-K filed with the SEC on April 29, 2010.  See also Part II, Item 1A – Risk Factors.

On May 3, 2010, the Company completed a new CAD $150 million (US $148.5 million) Canadian fleet securitization program. This program has a term of one year and requires an upfront fee of 0.50% of the program amount, a program fee of 225 basis points above the weighted-average commercial paper rate offered by the purchaser or purchasers, and a utilization fee of 100 basis points on the unused program amount.

*******

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ITEM 2.              MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table sets forth certain selected operating data of the Company:

	Three Months
	Ended March 31,
					Percentage
U.S. and Canada	2010		2009		Change
Vehicle Rental Data:
Average number of vehicles operated		94,641		99,875		(5.2%	)
Number of rental days		6,837,738		7,382,178		(7.4%	)
Vehicle utilization		80.3%		82.1%	(1.8) p.p.
Average revenue per day	$	48.62	$	46.78		3.9%
Monthly average revenue per vehicle	$	1,171	$	1,152		1.6%
Average depreciable fleet		95,646		101,933		(6.2%	)
Monthly avg. depreciation (net) per vehicle	$	206	$	392		(47.4%	)

Use of Non-GAAP Measures For Measuring Results

Non-GAAP pretax income (loss), non-GAAP net income (loss) and non-GAAP EPS exclude the impact of the (increase) decrease in fair value of derivatives and the impact of long-lived asset impairments, net of related tax impact (as applicable), from the reported GAAP measure.  Due to volatility resulting from the mark-to-market treatment of the derivatives and the nature of the non-cash impairments, which are both non-operating items, the Company believes these non-GAAP measures provide an important assessment of year-over-year operating results.

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See the following table for a reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP financial measure.

Reconciliation of reported GAAP pretax income (loss) per the
income statement to non-GAAP pretax income (loss):
		Three Months
		Ended March 31,
		2010			2009
		(in thousands)
Income (loss) before income taxes - as reported		$	47,050		$	(10,835	)
(Increase) decrease in fair value of derivatives			(7,370	)		(5,045	)
Long-lived asset impairment			-			261
Pretax income (loss) - non-GAAP		$	39,680		$	(15,619	)
Reconciliation of reported GAAP net income (loss) per the
income statement to non-GAAP net income (loss):
Net income (loss) - as reported		$	27,292		$	(8,940	)
(Increase) decrease in fair value of derivatives, net of tax (a)			(4,322	)		(2,967	)
Long-lived asset impairment, net of tax (b)			-			114
Net income (loss) - non-GAAP		$	22,970		$	(11,793	)
Reconciliation of reported GAAP diluted earnings (loss)
per share ("EPS") to non-GAAP diluted EPS:
EPS, diluted - as reported		$	0.91		$	(0.42	)
EPS impact of (increase) decrease in fair value of derivatives, net of tax			(0.14	)		(0.14	)
EPS impact of long-lived asset impairment, net of tax			-			0.01
EPS, diluted - non-GAAP (c)		$	0.76		$	(0.55	)
(a)	The tax effect of the (increase) decrease in fair value of derivatives is calculated using the entity-specific, U.S. federal and blended state tax rate applicable to the derivative instruments which amounts are ($3,048,000) and ($2,078,000) for the three months ended March 31, 2010 and 2009, respectively.
(b)	The tax effect of the long-lived asset impairment is calculated using the tax-deductible portion of the impairment and applying the entity-specific, U.S. federal and blended state tax rate which amount is $147,000 for the three months ended March 31, 2009.
(c)	Since each category of earnings per share is computed independently for each period, total per share amounts may not equal the sum of the respective categories.

Corporate Adjusted EBITDA means earnings, excluding the impact of the (increase) decrease in fair value of derivatives, before non-vehicle interest expense, income taxes, non-vehicle depreciation, amortization, and certain other items as recapped below. The Company believes Corporate Adjusted EBITDA is important as it provides investors with a supplemental measure of the Company's liquidity by adjusting earnings to exclude non-cash items.  

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The items excluded from Corporate Adjusted EBITDA but included in the calculation of the Company’s reported net income are significant components of the accompanying condensed consolidated statements of operations, and must be considered in performing a comprehensive assessment of overall financial performance.  Corporate Adjusted EBITDA is not defined under GAAP and should not be considered as an alternative measure of the Company's net income, operating performance, cash flow or liquidity.  Corporate Adjusted EBITDA amounts presented may not be comparable to similar measures disclosed by other companies.  See table below for a reconciliation of Corporate Adjusted EBITDA to the most directly comparable GAAP financial measures.

	Three Months
	Ended March 31,
	2010			2009
	(in thousands)
Reconciliation of net income (loss) to
Corporate Adjusted EBITDA
Net income (loss) - as reported	$	27,292		$	(8,940	)
(Increase) decrease in fair value of derivatives		(7,370	)		(5,045	)
Non-vehicle interest expense		2,427			4,754
Income tax expense (benefit)		19,758			(1,895	)
Non-vehicle depreciation		4,813			5,340
Amortization		1,832			1,998
Non-cash stock incentives		684			1,118
Long-lived asset impairment		-			261
Other		(12	)		-
Corporate Adjusted EBITDA	$	49,424		$	(2,409	)
Reconciliation of Corporate Adjusted EBITDA
to Cash Flows From Operating Activities
Corporate Adjusted EBITDA	$	49,424		$	(2,409	)
Vehicle depreciation, net of gains/losses from disposal		59,016			119,811
Non-vehicle interest expense		(2,427	)		(4,754	)
Change in assets and liabilities, net of acquisitions, and other		(6,292	)		34,729
Net cash provided by operating activities	$	99,721		$	147,377
Memo:
Net cash provided by investing activites	$	58,399		$	357,147
Net cash used in financing activities	$	(206,450	)	$	(641,159	)

Three Months Ended March 31, 2010 Compared with Three Months Ended March 31, 2009

Operating Results

During the first quarter of 2010, the Company’s revenues declined primarily due to a 7.4% reduction in the number of rental days, of which approximately 3.9% resulted from company-owned stores closed in 2009, with the remainder due to ongoing weakness in overall travel demand.  Transaction declines were partially offset by a 3.9% increase in average revenue per day.  In addition to a decline in rental volume and fleet size, which lowered vehicle depreciation and direct vehicle and operating expenses during the first quarter of 2010, the Company continued to benefit from a strong used car market and continued focus on cost efficiency.  The Company had income before income taxes of $47.1 million for the first quarter of 2010, compared to a loss before in come taxes of $10.8 million in the first quarter of 2009. Additionally, the Company experienced increases in the fair value of derivatives in the first quarters of 2010 and 2009.

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Revenues

	Three Months
	Ended March 31,				$ Increase/			% Increase/
	2010		2009		(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	332.5	$	345.3	$	(12.8	)		(3.7%	)
Other		15.8		17.1		(1.3	)		(7.4%	)
Total revenues	$	348.3	$	362.4	$	(14.1	)		(3.9%	)
Vehicle rental metrics:
Number of rental days		6,837,738		7,382,178		(544,440	)		(7.4%	)
Average revenue per day	$	48.62	$	46.78	$	1.84			3.9%

Vehicle rental revenue for the first quarter of 2010 decreased 3.7%, due to a 7.4% decrease in rental days totaling $25.4 million, primarily due to challenging economic conditions and company-owned store closures in 2009 that have not yet annualized, partially offset by a 3.9% increase in revenue per day totaling $12.6 million.  Other revenue declined primarily due to reduction in leasing revenue attributable to the termination, during 2009, of a substantial portion of the licensee vehicle leasing program.

Expenses

	Three Months
	Ended March 31,						$ Increase/			% Increase/
	2010			2009			(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	179.9		$	185.0		$	(5.1	)		(2.8%	)
Vehicle depreciation and lease charges, net		59.0			120.0			(61.0	)		(50.8%	)
Selling, general and administrative		48.4			46.9			1.5			3.1%
Interest expense, net of interest income		21.4			26.1			(4.7	)		(18.1%	)
Long-lived asset impairment		-			0.3			(0.3	)		(100.0%	)
Total expenses	$	308.7		$	378.3		$	(69.6	)		(18.4%	)
Increase in fair value of derivatives	$	(7.4	)	$	(5.0	)	$	(2.4	)		46.1%

Direct vehicle and operating expenses for the first quarter of 2010 decreased $5.1 million, primarily due to lower transaction levels, as well as an ongoing focus on cost reduction initiatives.  As a percent of revenue, direct vehicle and operating expenses were 51.6% in the first quarter of 2010, compared to 51.0% in the first quarter of 2009.

The decrease in direct vehicle and operating expense in the first quarter of 2010 primarily resulted from the following:

Ø Vehicle related expenses decreased $1.5 million. This decrease resulted primarily from a decrease in vehicle maintenance expenses of $1.3 million due to a reduced fleet and a decrease in net vehicle damages of $1.8 million, partially offset by an increase in gasoline expense of $3.5 million, resulting from higher average gas prices, which is generally recovered in revenue from customers. All other vehicle related expenses decreased $1.9 million.

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Ø Bad debt expense decreased $1.7 million due to improved collection efforts in 2010 and the bankruptcy of one of the Company’s tour operators during the first quarter of 2009.

Ø Communications and computer expenses decreased $1.2 million due to decreased equipment lease expenses.

Ø Facility and airport concession fees decreased $0.7 million.  This decrease resulted primarily from decreased rent expense of $1.0 million primarily due to the company-owned store closures.

Ø Personnel related expenses increased $1.6 million.  The increase was primarily due to a $1.3 million increase in the vacation accrual and $1.1 million in incentive compensation expense recorded in 2010, partially offset by a $0.8 decrease in group insurance expenses.

Ø All other direct vehicle and operating expenses decreased $1.6 million.

Net vehicle depreciation and lease charges for the first quarter of 2010 decreased $61.0 million, primarily due to a 47.4% decrease in the average depreciation rate, coupled with a 6.2% decrease in total depreciable vehicles.  The decrease in the depreciation rate was primarily due to significantly improved conditions in the used car market that resulted in a gain on the disposition of revenue-earning vehicles of $25.7 million, extended vehicle holding periods, more diversified fleet mix, and process improvements made by the Company in the vehicle remarketing area. The decrease in depreciable vehicles resulted from efforts to match the fleet to current demand levels.  As a percent of revenue, net vehicle depreciation and lease charges were 16.9% in the first quarter of 2010, compared to 33.1% in the first quarter o f 2009.

Selling, general and administrative expenses for the first quarter of 2010 increased $1.5 million.  As a percent of revenue, selling, general and administrative expenses were 13.9% of revenue in the first quarter of 2010, compared to 12.9% in the first quarter of 2009.

The increase in selling, general and administrative expenses in the first quarter of 2010 primarily resulted from the following:

Ø Personnel related expenses increased $2.9 million, primarily due to $2.1 million of incentive compensation expense recorded in 2010 and a $0.9 million increase in vacation accrual.

Ø The Company incurred approximately $1.7 million in costs associated with the proposed transaction with Hertz in 2010.

Ø Outsourcing expenses decreased $1.6 million primarily due to fewer IT-related projects  in 2010.

Ø Sales and marketing expenses decreased $0.6 million primarily due to a decrease in marketing production expenses.

Ø All other selling, general and administrative expenses decreased $0.9 million.

Net interest expense for the first quarter of 2010 decreased $4.7 million primarily due to lower average vehicle debt. Net interest expense was 6.2% of revenue in the first quarter of 2010, compared to 7.3% in the first quarter of 2009.

The income tax expense for the first quarter of 2010 was $19.8 million.  The effective income tax rate in the first quarter of 2010 was 42.0% compared to 17.5% in the first quarter of 2009.  The effective income tax rate for the three months ended March 31, 2010 was higher than the statutory rates principally due to state income taxes and the full valuation allowance for the tax benefit of Canadian operating losses.  

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The effective tax rate for the three months ended March 31, 2009 was lower than the statutory rates primarily because of the ratio of Canadian losses to domestic losses. Interim reporting requirements for applying separate, annual effective income tax rates to U.S. and Canadian operations, combined with the seasonal impact of Canadian operations, generally causes significant variations in the Company’s quarterly consolidated effective income tax rates.

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.  During the peak season, the Company increases its rental fleet and workforce to accommodate increased rental activity.  As a result, any occurrence that disrupts travel patterns during the summer period could have a material adverse effect on the annual performance of the Company.  The first and fourth quarters for the Company’s rental operations are generally the weakest, when there is limited leisure travel and a greater potential for adverse weather conditions.  Many of the operating expenses such as rent, general insurance and administrative personnel are fixed and cannot be reduced during periods of decreased rental demand.

Outlook for 2010

Based on the strength of the Company’s first quarter operating results and expectations for continued favorable conditions in the used vehicle market and improving industry rental days, the Company is providing an update to its outlook for 2010 for revenue, fleet costs and Corporate Adjusted EBITDA.

The Company reaffirms its outlook for revenue growth of 2% – 4% compared to the 2009 level.  Improvement in the overall economy, combined with ongoing recovery in consumer confidence and spending levels is expected to result in low single-digit growth in rental days in 2010.  The Company believes that customer demand for its value-oriented leisure brands will result in moderate increases in revenue per day on a year-over-year basis, assuming overall industry pricing does not deteriorate.

The Company sold approximately 14,100 risk vehicles during the first quarter of 2010 at a cumulative gain of $25.7 million and expects vehicle dispositions to continue to benefit from favorable conditions in the used vehicle market in the near term.  As a result of the volatility in fleet cost per unit resulting from the expected timing of vehicle dispositions, the Company estimates its fleet cost to be $225 per unit per month for the second quarter of 2010 and is lowering its target for fleet cost for the full year of 2010 to $275 per unit per month.

The Company also stated that it expects 2011 fleet cost (excluding the impact of gains or losses on vehicle dispositions) to be approximately $325 per unit per month.  The size and timing of future gains or losses on vehicle sales will impact the depreciation rate and are dependent on prevailing conditions in the used vehicle market, as well as management’s ability to execute a fleet plan that takes advantage of changing market conditions.

Lastly, based on current facts and circumstances, the Company now projects Corporate Adjusted EBITDA for the full year of 2010 to be within a range of $170 million to $190 million, an increase of approximately 70% – 90% from the 2009 level.

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Liquidity and Capital Resources

The Company’s primary uses of liquidity are for the purchase of vehicles for its rental fleet, including required collateral enhancement under its fleet financing structures, non-vehicle capital expenditures 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 (hereinafter defined) and insurance bonds.

Cash generated by operating activities of $99.7 million for the three months ended March 31, 2010 was primarily the result of net income, adjusted for net depreciation, and increases in the income taxes payable and in the deferred income tax liability.  The liquidity necessary for purchasing vehicles is primarily obtained from secured vehicle financing, sales proceeds from disposal of used vehicles and cash generated by operating activities.  The asset backed medium term notes require varying levels of credit enhancement or overcollateralization, which are provided by a combination of cash, vehicles, and letters of credit.  The letters of credit are provided under the Company’s Revolving Credit Facility (hereinafter defined).

The Company believes that its cash generated from operations, cash balances and secured vehicle financing programs are adequate to meet its liquidity requirements during 2010. In January 2010, the Series 2005-1 notes began amortizing monthly over a six-month period ending in June 2010.  The Series 2006-1 notes totaling $600 million will begin amortizing monthly from December 2010 through May 2011.  The Company believes it would be able to refinance or replace its asset backed medium term notes with other debt upon their maturity or in the event of an early amortization based on its current cash position, and the April 2010 issuance of $200 million in Series 2010-1 rental car asset backed variable funding notes (the “Series 2010-1 notes”). See Asset Backed Note Programs for further discussion.

Cash generated from investing activities was $58.4 million.  The principal source of cash from investing activities during the three months ended March 31, 2010 was the net decrease in restricted cash and investments of $476.0 million from December 31, 2009, including $476.2 million used for vehicle purchases and debt payoffs, partially offset by interest income earned on restricted cash and investments of $0.2 million, and from the sale of revenue earning vehicles, which totaled $198.7 million.  This increase in cash flow from investing activities was partially offset by $610.6 million in purchases of 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.  The Company expects to continue to fund its revenue-earning vehicles with borrowings under asset backed notes, cash provided from operations and from the disposal of used vehicles.  The Company also used cash for non-vehicle capital expenditures of $6.3 million.  These expenditures consist primarily of airport facility improvements for the Company’s rental locations and information technology related projects.

Cash used in financing activities was $206.5 million primarily due to $200 million of scheduled debt payments on the Series 2005-1 notes.

The Company has significant requirements to maintain letters of credit and surety bonds to support its insurance programs and airport concession commitments.  At March 31, 2010, the Company had $59.6 million in letters of credit, including $54.2 million in letters of credit under the Revolving Credit Facility, and $41.1 million in surety bonds to secure these obligations.

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Asset Backed Note Programs

The asset backed medium term note program at March 31, 2010 was comprised of $1.3 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, among other things, and bear interest at fixed rates ranging from 4.58% to 5.27% including certain floating rate notes swapped to fixed rates.  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 $122.1 million at March 31, 2010.

The scheduled amortization of the Series 2005-1 notes began during the first quarter of 2010 with $200 million of principal payments made during the quarter.  The remaining principal balance of the Series 2005-1 notes will be amortized monthly through June 2010.

 On April 8, 2010, RCFC issued $200 million of the Series 2010-1 notes which may be repaid and redrawn in whole or in part at any time during the Series 2010-1 notes’ two-year revolving period.  RCFC’s initial borrowing under the notes on April 9, 2010 was $200 million.  At the end of the revolving period, the then-outstanding principal amount of the Series 2010-1 notes will be repaid monthly over a six-month period, beginning in April 2012, with the final payment in September 2012.  The Series 2010-1 notes bear interest at a spread of 275 basis points above the weighted-average commercial paper rate offered by the commercial paper conduit purchaser or purchasers from time to time funding advances under the Series 2010-1 notes, or at 475 bas is points over the affiliated bank’s base rate or a Eurodollar rate in the event that the conduit purchaser is not at such time funding amounts outstanding under the Series 2010-1 notes.  There were no upfront fees associated with the issuance and sale of the Series 2010-1 notes.

On April 8, 2010, RCFC entered into an interest rate cap agreement for a term of 30 months with a notional amount of $200 million to limit the Series 2010-1 notes’ floating rate to a maximum of 5%.

Vehicle Debt and Obligations

The Company finances its Canadian vehicle fleet through a fleet securitization program.  Under this program, DTG Canada can obtain vehicle financing up to CAD $100 million funded through a bank commercial paper conduit which expires May 31, 2010.  At March 31, 2010, DTG Canada had approximately CAD $68.3 million (US $67.2 million) funded under this program.

On May 3, 2010, the Company completed a new CAD $150 million (US $148.5 million) Canadian fleet securitization program. This program has a term of one year and requires an upfront fee of 0.50% of the program amount, a program fee of 225 basis points above the weighted-average commercial paper rate offered by the purchaser or purchasers, and a utilization fee of 100 basis points on the unused program amount.

Senior Secured Credit Facilities

At March 31, 2010, the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”) were comprised of a $231.3 million Revolving Credit Facility and a $155.6 million Term Loan, both of which expire on June 15, 2013.  The Senior Secured Credit Facilities contain certain financial and other covenants, including a covenant to maintain a minimum adjusted tangible net worth of $150 million, and a minimum of $100 million of unrestricted cash and cash equivalents including $60 million held in separate accounts with the Collateral Agent to secure payment of amounts outstanding under the Term Loan and letters of credit issued under the Revolving Credit Facility.  The Senior Secured Credit Facilities contain certain other restrictive cov enants, including annual limitations on non-vehicle capital expenditures, and a prohibition against cash dividends and share repurchases.  The Senior Secured Credit Facilities are collateralized by a first priority lien on substantially all material non-vehicle assets and certain vehicle assets not pledged as collateral under a vehicle financing facility.  As of March 31, 2010, the Company is in compliance with all covenants.

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The Revolving Credit Facility expires on June 15, 2013, and is restricted to use for letters of credit.  The Revolving Credit Facility contains sub-limits of $40 million and $100 million that restrict the amount of capacity available for letters of credit to be used as vehicle enhancement in both its Canadian and U.S. operations, respectively.  The Company had letters of credit outstanding under the Revolving Credit Facility of approximately $47 million for U.S. enhancement, $21.6 million for Canadian enhancement and $62.2 million in general purpose enhancements and remaining available capacity of $100.5 million at March 31, 2010.

In March 2010, the Company made a $2.5 million principal payment on its Term Loan and will continue to make minimum quarterly principal payments of $2.5 million until the maturity of the Term Loan on June 15, 2013, at which time the remaining principal balance will be repaid.

New Accounting Standards

For a discussion on new accounting standards refer to Note 13 to the condensed consolidated financial statements in Item 1 – Financial Statements.

ITEM 3.                   QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is changing 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.  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 Company’s Canadian fleet.  Other foreign exchange risk is immaterial to the consolidated results and financial condition of the Company.  The fair value of the interest rate swaps is calculated using projected market interest rates o ver the term of the related debt instruments as provided by the counter parties.

Based on the Company’s level of floating rate debt (excluding notes with floating interest rates swapped into fixed rates) at March 31, 2010, a 50 basis point fluctuation in interest rates would have an approximate $1 million impact on the Company’s expected pretax income on an annual basis.  This impact on pretax income would be modified by earnings from cash and cash equivalents and restricted cash and investments, which are invested on a short-term basis and subject to fluctuations in interest rates.  At March 31, 2010, cash and cash equivalents totaled $352.1 million, cash and cash equivalents – required minimum balance totaled $100.0 million and restricted cash and investments totaled $146.5 million.

At March 31, 2010, there were no significant changes in the Company’s quantitative disclosures about market risk compared to December 31, 2009, which is included under Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, except for the net change of the derivative financial instruments noted in Notes 8 and 9 to the condensed consolidated financial statements, and except for the change in fair value since December 31, 2009 for the tabular entries, (i) “Vehicle Debt and Obligations - Floating Rates,” from $1,307.1 million at December 31, 2009 to $1,193.7 million at March 31, 2010, which reduction includes the paydown of the Series 2005-1 notes of $145.0 million offset by an increase in fair market value of the asset backed medium term notes of $31.6 million and (ii) ̶ 0;Vehicle Debt and Obligation – Fixed Rates,” from $110.4 million at December 31, 2009 to $55.0 million at March 31, 2010, which reduction includes the $55.0 million paydown of the Series 2005-1 notes.

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ITEM 4.                   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 quarter 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 quarter covered by this report.

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 13a–15(f) and 15d–15(f) under the Exchange Act, identified in connection with the evaluation of the Company’s internal control performed during the fiscal quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.                   LEGAL PROCEEDINGS

The following information supplements and amends our discussion set forth under Part I, Item 3 – Legal Proceedings in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009:

On April 28, 2010, a purported class action complaint relating to the proposed transaction with Hertz was filed in Oklahoma state court against the Company, its directors, certain of its officers and Hertz by Marc S. Henzel, individually and on behalf of all of the Company’s stockholders, excluding the defendants and their affiliates.  The complaint alleges that the consideration that the Company’s stockholders will receive in connection with the proposed transaction is inadequate and that the Company’s directors breached their fiduciary duties to stockholders in negotiating and approving the Merger Agreement.  The complaint further alleges that the Company and Hertz aided and abetted the alleged breaches by the Company’s directors.  The complaint seeks various forms of relief, inc luding injunctive relief that would, if granted, prevent the proposed transaction from being consummated in accordance with the agreed-upon terms.  The case is styled Henzel v. Dollar Thrifty Automotive Group, Inc., et al. (No. CJ-2010-02761, Dist. Ct. Tulsa County).  Two other purported class actions have been filed asserting substantially identical claims and seeking similar relief against the Company, its directors, certain of its officers and Hertz.  The first of these is styled Rosendale v. Dollar Thrifty Automotive Group, Inc., et al. (No. CJ-2010-02893, Dist. Ct. Tulsa County) and was filed on May 4, 2010 in Oklahoma state court by Michael Rosendale individually and on behalf of all of the Company's stockholders, excluding the defendants and their affiliates.  The second is styled Sinclair v. Dollar Thrifty Automotive Group, Inc., et al. (No. 5456, Del. Ch. Ct.) and was filed on May 5, 2010 in Delaware state court by Cynthia Sinclair, individually and on behalf of all of the Company's stockholders, excluding the defendants and their affiliates.  The Company believes that these complaints are without merit and intends to defend them vigorously.

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Various other legal actions, claims and governmental inquiries and proceedings have been in the past, or may be in the future, asserted or instituted against the Company, including other purported class actions or proceedings relating to the Hertz transaction, and some that may demand large monetary damages or other relief which could result in significant expenditures.  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 or the subsidiaries involved.  Although the final resolution of any such matters could have a material effect on the Company's consolidated operating results for a 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 1A.                  RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 with the exception of the following:

Pending Acquisition by Hertz

On April 25, 2010, we entered into the Merger Agreement providing for Hertz to acquire the Company for a purchase price of $41.00 per share, in a mix of cash and Hertz common stock.  The proposed transaction, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations, a loss of key personnel, and a disruption of our operations.  The proposed transaction may also affect our relationships with third parties.  The Merger Agreement imposes customary restrictions on the conduct of our business outside of the ordinary course prior to the closing of the transaction or the termination of the Merger Agreement, which may also adversely affect our ability to manage our operations effectively in light of changes in e conomic or market conditions or to execute our business strategy and meet our financial goals.  Additionally, the Company, its directors, certain of its officers and Hertz have been named in purported class actions relating to the proposed transaction as more fully described in Note 12 to the condensed consolidated financial statements and under Part II, Item 1 – Legal Proceedings; these or any future lawsuits or proceedings may be time consuming and expensive.  A delay in the consummation of the proposed transaction could exacerbate the impact of the risks associated with the proposed transaction, if they were to occur.

The proposed transaction is subject to customary closing conditions, including, among others, adoption of the Merger Agreement by the Company’s stockholders, regulatory approvals, absence of any law or order prohibiting the transaction, effectiveness of the registration statement for the shares of Hertz common stock to be issued in the merger and the listing of such shares on the New York Stock Exchange, accuracy of certain representations and warranties and material compliance with covenants, absence of any Material Adverse Effect (as defined) with respect to the Company or Hertz and payment by the Company of a $200,000,000 special dividend.  The Merger Agreement contains certain termination rights for both the Company and Hertz and further provides that, upon terminatio n of the Merger Agreement under specified circumstances, either the Company or Hertz may be required to pay the other party a termination fee of $44,600,000, plus reimbursement of up to $5,000,000 of such party’s reasonable out-of-pocket transaction expenses.

We cannot predict whether or when the closing conditions for the proposed transaction set forth in the Merger Agreement will be satisfied or whether the proposed transaction will be completed.  If the closing conditions are not satisfied or waived pursuant to the Merger Agreement on the contemplated schedule, or if consummation of the transaction is delayed, enjoined or not completed for any other reason, the market price of our common stock may decline.  In addition, if the proposed transaction does not occur, we may nonetheless remain liable for significant transaction expenses.

The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and prospects, as well as on our stock price.

36

ITEM 6.	EXHIBITS
10.234	First Amendment to Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of March 24, 2010**
10.235	Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan dated as of December 9, 2008 (filed as exhibit 10.212 with DTG’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009), as amended effective on March 16, 2009 (filed as exhibit 10.221 with DTG’s Form 8-K, filed May 20, 2009) and effective on March 31, 2009 (filed as exhibit 10.219 with DTG’s Form 10-Q for the quarterly period ended March 31, 2009, filed May 6, 2009)**
15.37	Letter from Deloitte & Touche LLP regarding interim financial information**
31.65	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.66	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.65	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.66	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

_____________________

**Filed herewith

37

SIGNATURES

Pursuant to the requirements 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.

		DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
May 5, 2010	By:	/s/  SCOTT L. THOMPSON
		Scott L. Thompson President, Chief Executive Officer and Principal Executive Officer
May 5, 2010	By:	/s/  H. CLIFFORD BUSTER III
		H. Clifford Buster III Senior Executive Vice President, Chief Financial Officer and Principal Financial Officer

38

INDEX TO EXHIBITS

Exhibit Number	Description
10.234	First Amendment to Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of March 24, 2010
10.235	Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan dated as of December 9, 2008 (filed as exhibit 10.212 with DTG’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009), as amended effective on March 16, 2009 (filed as exhibit 10.221 with DTG’s Form 8-K filed May 20, 2009) and effective on March 31, 2009 (filed as exhibit 10.219 with DTG’s Form 10-Q for the quarterly period ended March 31, 2009, filed May 6, 2009)
15.37	Letter from Deloitte & Touche LLP regarding interim financial information
31.65	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.66	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.65	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.66	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

39

EX-10.234

Exhibit 10.234

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED

EMPLOYMENT CONTINUATION PLAN FOR KEY EMPLOYEES

The Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. (the “Plan”), effective as of December 9, 2008, and amended and restated in its entirety that certain Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. previously adopted by the Board of Directors on September 29, 1998, amended and restated as of April 21, 2004, and as amended September 28, 2005 and February 1, 2007, is hereby amended on March 24, 2010by adding the following provisions:

5. (g)   Reduction.  In the event that it shall be determined that any benefit provided or payment made by the Company to or for the benefit of a Key Employee, whether paid or payable or distributed or distributable pursuant to the terms of an agreement, plan, program, arrangement or otherwise, including without limitation under this Plan (a “Payment”) would subject a Key Employee to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) and the Key Employee would not be eligible to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Key Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Key Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments pursuant to Section 5 hereof, the amount of Parachute Payments (as defined in section 280G(b)(2) of the Code) payable to such Key Employee shall be reduced in the manner provided herein if, to the extent and only to the extent that such reduction would result in a greater after-tax benefit for such Key Employee than if the Parachute Payments were not reduced; provided, however, that in no event shall such reduction be effected through a delay in the timing of any Payment that is subject to Section 409A of the Code (or that would become subject to 409A of the Code as a result of such delay).   Section 280G(b)(2) defines a "parachute payment" generally as any payment in the nature of compensation to (or for the benefit of) a disqualified individual if (i) such payment is contingent on a change-- (I) in the ownership or effective control of the corporation, or (II) in the ownership of a substantial portion of the assets of the corporation, and (ii) the aggregate present value of the payments in the nature of compensation to (or for the benefit of) such individual which are contingent on such change equals or exceeds an amount equal to 3 times the "base amount".  In general, the "base amount" means the individual's annualized includible compensation for th e base period.

(h)    Manner and Order of Reduction.  Reductions shall be made in the following order:

1.      First, if the Parachute Payments include the value of acceleration in the time at which any Payment, not subject to Section 409A of the Code, is paid, a delay in the time of payment (but not a delay of vesting) of such Payment, provided that such delay shall apply to the aggregate amount of such Payments (and not on a Payment-by-Payment basis) and such aggregate amount shall be delayed only to the extent necessary to satisfy Section 5(g) hereof;

2.      Second, to the extent further reduction is required by Section 5(g) hereof, a reduction in the amount of Payments required to be paid or delivered, provided that the applicable Participant shall be entitled to select among the forms of Payment that shall be reduced; and

3.      Third, to the extent further reduction is required by Section 5(g) hereof, if the Parachute Payments include the value of acceleration in the time at which any Payment vests, a cutback in the extent of such accelerated vesting; provided however that such cutback does not result in a violation of Section 409A of the Code or make the Payment subject to Section 409A of the Code, in which case the Payment shall be forfeited or another Payment must be reduced. The cutback shall apply to the aggregate amount of such Payments (and not on a Payment-by-Payment basis) and accelerated vesting of such aggregate amount shall be cut back only to the extent necessary to satisfy Section 5(g) hereof.

[Approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on March 24, 2010]

EX-10.235

EXHIBIT 10.235

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.  T he 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 marke t value, as determined by the Board in good faith based upon the best available facts and circumstances at the time.

4

(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.

5

(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 t he 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.  

6

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.

7

(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.

8

(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, t hat 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, inCommon 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 Objec tives 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 cou rt 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, whic h 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 exces s 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 C ode 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 af fecting 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 b e 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 determi nation 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 Bo ard 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 Commo n 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 her ein 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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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN

The Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 9, 2008 and originally adopted by the stockholders of DTAG on May 20, 2005 (the “Plan”), is hereby amended as follows effective March 31, 2009:

1.           By deleting Section 18(b) in its entirety and replacing it with the following:

“(b)  The Board will not, without the further approval of the Shareholders of the Company, authorize the amendment of any Option Right or Appreciation Right to reduce the Option Price or the Base Price, respectively.  Furthermore, no Option Right or Appreciation Right will be cancelled and replaced with cash or awards having a lower Option Price or Base Price, as applicable, without further approval of the Shareholders of the Company.  This Section 18(b) is intended to prohibit the re-pricing of “underwater” Option Rights and/or Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 12 of the Plan.”

2.           By deleting the first sentence of Section 18(h) and replacing it with the following:

“(h)  The Board may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, subject to the restrictions set forth in Section 12  and Section 18(b) above, and no amendment shall impair the rights of any holder without his or her consent.”

This First Amendment (the “First Amendment”) was approved by the Board of Directors of DTAG effective March 31, 2009.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN

The Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 9, 2008 and amended by the Board effective March 31, 2009, and originally adopted by the stockholders of DTAG on May 20, 2005 (the “Plan”), is hereby amended as follows effective March 16, 2009, subject to stockholder approval as provided below:

1. By deleting the first sentence of Section 3(a) of the Plan in its entirety and replacing it with the following:

“(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 1,300,000 Common Shares, plus (i) any Common Shares that remain available for issuance or transfer under the Plan, and (ii) any shares relating to awards heretofore or hereafter made under the Plan, that expire or are forfeited (including Performance Shares) or are cancelled.”

This Second Amendment (the “Second Amendment”) was approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on March 16, 2009.  This Second Amendment shall become effective and operative if, and only if, (a) a majority of the Shares present in person or represented by proxy and entitled to vote at the Annual Meeting of Stockholders of DTAG to be held on May 14, 2009 (or any adjournment or adjournments thereof) or at any other duly held meeting or meetings within twelve (12) months after March 16, 2009 are in favor of this Second Amendment, and (b) the total number of votes actually cast on this Second Amendment represent more than 50% in interest of all stockholders entitled to vote on this Sec ond Amendment.  A failure to obtain such a vote within such time shall make all provisions of this Second Amendment null and void from inception.

EX-15.37

Exhibit 15.37

May 5, 2010

Dollar Thrifty Automotive Group, Inc.

5330 East 31st Street

Tulsa, Oklahoma 74135

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited condensed consolidated interim financial information of Dollar Thrifty Automotive Group, Inc. and subsidiaries for the periods ended March 31, 2010 and 2009, as indicated in our report dated May 5, 2010; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, is incorporated by reference in Registration Statements No. 333-79603, No. 333-89189, No 333-33144, No. 333-33146, No. 333-50800, No. 333-128714, No. 333-152401 and No. 333-161509 on Form S-8, and No. 333-161027 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Yours truly,

/s/ DELOITTE & TOUCHE LLP

Tulsa, Oklahoma

EX-31.65

EXHIBIT 31.65

CERTIFICATION

I, Scott L. Thompson, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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:  May 5, 2010

/s/ Scott L. Thompson

Scott L. Thompson

Chief Executive Officer

EX-31.66

EXHIBIT 31.66

CERTIFICATION

I, H. Clifford Buster III, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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:  May 5, 2010

/s/ H. Clifford Buster III

H. Clifford Buster III

Chief Financial Officer

EX-32.65

EXHIBIT 32.65

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 Quarterly Report on Form 10-Q of Dollar Thrifty Automotive Group, Inc. (the “Company”) for the period ended March 31, 2010, 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

May 5, 2010

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-32.66

EXHIBIT 32.66

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 Quarterly Report on Form 10-Q of Dollar Thrifty Automotive Group, Inc. (the “Company”) for the period ended March 31, 2010, 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

May 5, 2010

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.