8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

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

February 1, 2006

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-13647
(Commission
File Number) 73-1356520
(I.R.S. Employer
Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
	(17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
	CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Increase in Conduit Facility

On February 1, 2006, Rental Car Finance Corp., a special purpose financing subsidiary of Dollar Thrifty Automotive Group, Inc. (the “Company”), a Delaware corporation, increased its existing asset backed Variable Funding Note Purchase Facility (the “Conduit”) with Dresdner Bank AG, The Bank of Nova Scotia, Deutsche Bank, AG, New York, ABN AMRO Bank N.V., JPMorgan Chase Bank, National Association, and BNP Paribas, New York Branch from $375 million to $525 million for its remaining term to expire March 28, 2006.

The foregoing description of the increase in the Conduit is qualified in its entirety by reference to the documents attached hereto as Exhibit 4.144 through Exhibit 4.145 and are incorporated herein by reference.

Amendment to the Retirement Savings Plan

On February 1, 2006, the Human Resources and Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company approved a consent to action to amend and restate in its entirety Appendix C to the Adoption Agreement of the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (the “401(k) Plan”) to no longer offer the Company’s common stock fund as an investment option under the 401(k) Plan for future contributions or transfers.

The foregoing description of the amendment to the 401(k) Plan is qualified in its entirety by reference to the consent to action attached hereto as Exhibit 10.97 and is incorporated herein by reference.

Amendment to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan

On February 1, 2006, the Compensation Committee of the Company approved the first amendment to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “Amended and Restated Plan”) to amend the definition of “Detrimental Activity” contained in the Amended and Restated Plan.

The foregoing description of the Amended and Restated Plan is qualified in its entirety by reference to the first amendment to the Amended and Restated Plan attached hereto as Exhibit 10.98 and is incorporated herein by reference.

2006 Incentive Compensation Plan

On February 1, 2006, the Compensation Committee of the Company approved the 2006 Incentive Compensation Plan (the “Incentive Compensation Plan”). The Incentive Compensation Plan continues the Company’s value-sharing concept and provides for a fixed percentage of the profit (the “Incentive Pool”) to be shared with employees if results equal or exceed a threshold level of profit margin performance. The Incentive Pool created by the sharing percentage is allocated to participants based on individual target award levels. These target award levels differ by participant and by the responsibilities of the positions held by each participant. The following table details the target awards of the named executive officers of the Company:

 
Named
Executive Officer  
 
Title Target Award
(as a Percentage
of Base Salary)

Gary L. Paxton President and Chief Executive Officer 100%

Steven B. Hildebrand Senior Executive Vice President and Chief Financial Officer   75%

Donald M. Himelfarb Senior Executive Vice President and Chief Administrative Officer   75%

R. Scott Anderson Senior Executive Vice President   70%

John J. Foley Senior Executive Vice President   70%

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Generally, the executive class awards are weighted so that 80% of the pool is awarded based on the formula (i.e., a specified percentage of base salary) and 20% of the pool is awarded based on individual performance. Upon achievement of the specified target, management will recommend to the Compensation Committee individual participant awards for approval. It is anticipated that if the target is attained, the payout under the Incentive Compensation Plan would occur in February 2007.

The Incentive Compensation Plan also includes a mechanism for recovery of awards where a participant engages in “Detrimental Activity”.

The foregoing description of the Incentive Compensation Plan is qualified in its entirety by reference to the Incentive Compensation Plan attached hereto as Exhibit 10.99 and is incorporated herein by reference.

Performance Shares Grant Agreements

On February 1, 2006, the Company approved performance share grants for the three-year performance period from January 1, 2006 to December 31, 2008 (the “Performance Agreement”) for certain officers, including each of the named executive officers of the Company, namely, Gary L. Paxton, Donald M. Himelfarb, Steven B. Hildebrand, R. Scott Anderson and John J. Foley. The Performance Agreement specifies the Company must attain certain metrics for the officers to be awarded the performance shares. The metrics are based on specified airport market share growth of the Company’s two brands, Dollar and Thrifty, the Company’s total shareholder return compared to companies listed in the Russell 2000 Index and customer service.

The foregoing description of the Performance Agreement is qualified in its entirety by reference to the form of Performance Shares Grant Agreement attached hereto as Exhibit 10.100 and is incorporated herein by reference.

ITEM 2.03	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
	AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Information responsive to this Item is incorporated by reference from the responses made in Item 1.01 under the caption “Increase in Conduit Facility”.

ITEM 5.03	AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
	FISCAL YEAR

On February 2, 2006, the Board of Directors of the Company adopted an amendment to the Amended and Restated Bylaws (the “Amendment”). The Amendment clarifies and updates certain provisions in the Amended and Restated Bylaws.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 3.2 and is incorporated herein by reference.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

3.2 Amendment to Amended and Restated Bylaws of Dollar Thrifty Automotive Group, Inc., adopted effective as of February 2, 2006

4.144 Amendment No. 9 to Note Purchase Agreement dated as of February 1, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Wasserstein Securities LLC

4.145 Amendment No. 12 to Series 2000-1 Supplement dated as of February 1, 2006 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, Credit Suisse, ABN AMRO Bank N.V., The Bank of Nova Scotia, Dresdner Bank AG, JPMorgan Chase Bank, National Association and BNP Paribas, New York Branch

10.97 Unanimous Consent to Action of the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective February 1, 2006 regarding the amendment and restatement of Appendix C to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan, with Appendix C attached

10.98 First Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan effective as of February 1, 2006

10.99 Dollar Thrifty Automotive Group, Inc. 2006 Incentive Compensation Plan

10.100 Form of Performance Shares Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee

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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 hereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
	(Registrant)

February 7, 2006	By:	/s/ STEVEN B. HILDEBRAND
		Steven B. Hildebrand
		Senior Executive Vice President, Chief Financial
		Officer, Principal Financial Officer and Principal
		Accounting Officer

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INDEX TO EXHIBITS

Exhibit No. Description

3.2 Amendment to Amended and Restated Bylaws of Dollar Thrifty Automotive Group, Inc., adopted effective as of February 2, 2006

4.144 Amendment No. 9 to Note Purchase Agreement dated as of February 1, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Wasserstein Securities LLC

4.145 Amendment No. 12 to Series 2000-1 Supplement dated as of February 1, 2006 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, Credit Suisse, ABN AMRO Bank N.V., The Bank of Nova Scotia, Dresdner Bank AG, JPMorgan Chase Bank, National Association and BNP Paribas, New York Branch

10.97 Unanimous Consent to Action of the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective February 1, 2006 regarding the amendment and restatement of Appendix C to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan, with Appendix C attached

10.98 First Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan effective as of February 1, 2006

10.99 Dollar Thrifty Automotive Group, Inc. 2006 Incentive Compensation Plan

10.100 Form of Performance Shares Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee

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EX-3

Exhibit 3.2

AMENDMENT TO AMENDED AND RESTATED BYLAWSOF

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

THIS AMENDMENT (this “Amendment”) TO AMENDED AND RESTATED BYLAWS OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Corporation”), has been adopted effective as of the 2nd day of February, 2006.

RECITALS:

A.     The Bylaws of the Corporation were adopted on November 5, 1997 pursuant to a Unanimous Consent of the Board of Directors of Dollar Thrifty Automotive Group, Inc. (the “Original Bylaws”); and

B.     The Original Bylaws were (i) amended by an Amendment to Bylaws of Dollar Thrifty Automotive Group, Inc. adopted effective as of the 24th day of September, 1998, (ii) amended by an Amendment to Bylaws of Dollar Thrifty Automotive Group, Inc. adopted effective as of the 22^nd day of July, 1999, (iii) amended by an Amendment to Bylaws of Dollar Thrifty Automotive Group, Inc. adopted effective as of the 27^th day of September, 2002, (iv) amended by an Amendment to Bylaws of Dollar Thrifty Automotive Group, Inc. adopted effective as of the 1^st day of January, 2003, and (v) amended and restated by the Amended and Restated Bylaws of Dollar Thrifty Automotive Group, Inc. adopted effective as of the 25^th day of September, 2003 (the Original Bylaws, as amended, are referred to herein as the “Bylaws”); and

C.     The Board of Directors of the Corporation deem it advisable that the Bylaws of the Corporation be further amended as provided in this Amendment.

The Bylaws are hereby amended as follows:

1.    Article I, Section 2 of the Bylaws is hereby amended by deleting the second sentence in its entirety and replacing it with the following:

“The Board of Directors or the Chairman of the Board shall designate the date, time and place of the meeting.”

2.     Article I, Section 6 of the Bylaws is hereby amended by deleting the second sentence in its entirety and replacing it with the following:

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“In the absence of those individuals, the Board of Directors shall elect a person to preside as chairman of the meeting.”

3.    Article I, Section 10 of the Bylaws is hereby amended by deleting the comma between the words “Secretary” and “that” in the seventh sentence.

4.    Article II, Section 2 of the Bylaws is hereby amended by deleting the first sentence in its entirety and replacing it with the following:

“At any special meeting called for the purpose of removing any Director with the notice of such meeting stating such purpose, the stockholders may remove any Director and fill the vacancy.”

5.     Article IV, Section 1 of the Bylaws is hereby amended by deleting the last sentence in the second paragraph.

6.     Article IV, Section 11 of the Bylaws is hereby deleted in its entirety.

7.     Except as specifically amended hereby, the Bylaws shall continue in full force and effect.

CERTIFICATE

I, the undersigned Secretary of the Corporation, do hereby certify that the foregoing is a true and complete copy of the Amendment to Bylaws of Dollar Thrifty Automotive Group, Inc.

In Witness Whereof, I have hereunto subscribed my name and affixed the seal of Dollar Thrifty Automotive Group, Inc., this 2nd day of February, 2006.

__________________________________

Stephen W. Ray, Secretary

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EX-4

Exhibit 4.144

EXECUTION COPY

AMENDMENT NO. 9

TO NOTE PURCHASE AGREEMENT

Dated as of February 1, 2006

This AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT, dated as of February 1, 2006 (this “Amendment”) is made among RENTAL CAR FINANCE CORP., an Oklahoma corporation (“RCFC”), DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”), the entities party hereto as Conduit Purchasers (the “Conduit Purchasers”), the entities party hereto as Committed Purchasers (the “Committed Purchasers”), the entities party hereto as Managing Agents (the “Managing Agents”), and DRESDNER KLEINWORT WASSERSTEIN SECURITIES LLC (the “Administrative Agent”).

RECITALS:

A. RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and Bank One, NA, as administrative agent, entered into that certain Note Purchase Agreement, dated as of December 15, 2000, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of April 20, 2001; by that certain Amendment No. 2 to Note Purchase Agreement, dated as of January 31, 2002; by that certain Amendment No. 3 to Note Purchase Agreement, dated as of April 16, 2002; by that certain Addendum to Note Purchase Agreement, dated as of August 15, 2002; by that certain Amendment No. 4 to Note Purchase Agreement, dated as of December 12, 2002; by that certain Amendment No. 5 to Note Purchase Agreement, dated as of March 18, 2003; by that certain Amendment No. 6 to Note Purchase Agreement, dated as of December 10, 2003; by that certain Amendment No. 7 to Note Purchase Agreement, dated as of March 24, 2004; and by that certain Amendment No. 8 to Note Purchase Agreement, dated as of March 22, 2005 (the “Note Purchase Agreement”).

B. RCFC and the Trustee entered into that certain Series 2000-1 Supplement, dated as of December 14, 2000, as amended by that certain Amendment No. 1 to Series 2000-1 Supplement, dated as of April 20, 2001; by that certain Amendment No. 2 to Series 2000-1 Supplement, dated as of January 31, 2002; by that certain Amendment No. 3 to Series 2000-1 Supplement, dated as of April 16, 2002; by that certain Amendment No. 4 to Series 2000-1 Supplement, dated as of August 12, 2002; by that certain Amendment No. 5 to Series 2000-1 Supplement, dated as of August 15, 2002; by that certain Amendment No. 6 to Series 2000-1 Supplement, dated as of December 12, 2002; by that certain Amendment No. 7 to the Series 2000-1 Supplement, dated as of March 18, 2003; by that certain Amendment No. 8 to the Series 2000-1 Supplement, dated as of December 10, 2003; by that certain Amendment No. 9 to the Series 2000-1 Supplement, dated as of March 24, 2004; by that certain Amendment No. 10 to Series 2000-1 Supplement, dated as of May 5, 2004; and by that certain Amendment No. 11 to Series 2000-1 Supplement, dated as of March 22, 2005 (the “Supplement”).

C. Simultaneously herewith, RCFC and Trustee are entering into that certain Amendment No. 12 to the Supplement (such amendment, together with this Amendment, the “Series 2000-1 Amendments”).

D. The parties hereto wish to amend the Note Purchase Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used in this Amendment not herein defined shall have the meanings contained in the Note Purchase Agreement. For purposes of this Amendment, the following terms shall have the meanings set forth below:

a. “Amendment Effective Date ” means the later of (i) February 1, 2006 and (ii) the date on which all conditions precedent to the effectiveness of this Amendment, as set forth in Section 3 hereof, have been satisfied.

2. Amendments. Upon the terms and subject to the conditions set forth in this Amendment and in reliance on the representations and warranties of the parties hereto set forth in this Amendment, the parties hereto hereby agree to the following amendments to the Note Purchase Agreement:

a. Clause (iv) of the definition of “Ownership Group” in Section 1.01 of the Note Purchase Agreement is hereby amended by deleting the phrase “Delaware Funding Company, LLC” and inserting the phrase “Park Avenue Receivables Company, LLC” in lieu thereof.

b. Schedule II to the Note Purchase Agreement is hereby deleted in its entirety and replaced with the revised Schedule II attached hereto as Exhibit A and the definition of “Group Funding Limit” is hereby amended to refer to the revised Schedule II attached hereto as Exhibit A.

c.Schedule III to the Note Purchase Agreement is hereby deleted in its entirety and replaced with the revised Schedule III attached hereto as Exhibit B and the definition of “Purchaser Percentage” is hereby amended to refer to the revised Schedule III attached hereto as Exhibit B.

3. Conditions to Effectiveness. The effectiveness of this Amendment is conditioned upon satisfaction of the following conditions precedent:

a. The Administrative Agent shall have received counterparts of the Series 2000-1 Amendments signed by the parties thereto.

b. Each of the representations and warranties in the Amended Series Documents (hereinafter defined) and in Sections 4 and 5 below shall be true and correct in all material respects.

c. The Administrative Agent and the Managing Agents shall have received copies of (i) the Certificate of Incorporation and the By-Laws of RCFC, DTAG and DTG Operations, Inc. (“DTG Operations”), (ii) the board of directors resolutions of RCFC, DTAG and DTG Operations with respect to the transactions contemplated by the Series 2000-1 Amendments, and (iii) incumbency certificate of RCFC, DTAG and DTG Operations, each certified by appropriate corporate authorities.

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d. Counsel to RCFC, DTAG and DTG Operations shall have delivered to the Managing Agents favorable opinions, dated the Amendment Effective Date, reasonably satisfactory in form and substance to the Managing Agents and their counsel, covering due authorization and such other matters as any Managing Agent shall reasonably request.

e. Special New York counsel to RCFC, DTAG and DTG Operations shall have delivered favorable opinions, dated the Amendment Effective Date and reasonably satisfactory in form and substance to the Managing Agents and their counsel, covering enforceability and such other matters as any Managing Agent shall reasonably request.

f. The Administrative Agent and the Managing Agents shall have received counterparts of the Fee Letter dated the Amendment Effective Date or a date prior thereto and signed by the parties thereto. Each Managing Agent shall have received payment of the fees required to be paid pursuant to such Fee Letter.

g. All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Series 2000-1 Amendments shall have been obtained or made.

h. No Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default or event which, with the giving of notice or the passage of time or both would constitute any of the foregoing, shall have occurred or be continuing.

i. The Administrative Agent and Managing Agents shall have received such other documents, instruments, certificates, opinions and approvals as they may reasonably request.

4. Representations and Warranties of RCFC. RCFC hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the date hereof and as of the Amendment Effective Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in entering into this Amendment:

a. The performance of RCFC’s obligations under the Series 2000-1 Amendments and the Series Documents, as amended by the Series 2000-1 Amendments (the “Amended Series Documents”), and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Amended Series Documents), charge or encumbrance upon any of the property or assets of RCFC pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which it is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its Certificate of Incorporation or By-laws or any Governmental Rule applicable to RCFC.

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b. No Governmental Action which has not been obtained is required by or with respect to RCFC in connection with the execution and delivery of the Series 2000-1 Amendments by RCFC or the consummation by RCFC of the transactions contemplated thereby or by the Amended Series Documents.

c. Each of the Series 2000-1 Amendments has been duly authorized, executed and delivered by RCFC, and the Series 2000-1 Amendments and the Amended Series Documents are the valid and legally binding obligations of RCFC, enforceable against RCFC in accordance with their respective terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

d. There is no pending or, to RCFC’s knowledge, threatened action, suit or proceeding by or against RCFC before any Governmental Authority or any arbitrator (i) with respect to the Series 2000-1 Amendments or any Amended Series Document or any of the transactions contemplated herein or therein, or (ii) with respect to RCFC which, in the case of any such action, suit or proceeding with respect to RCFC, if adversely determined, would have a material adverse effect on the ability of RCFC to perform its obligations hereunder or thereunder.

5. Representations and Warranties of DTAG. DTAG hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent as of the date hereof and as of the Amendment Effective Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in entering this Amendment:

a. The performance of the obligations of DTAG under this Amendment and the Amended Series Documents to which it is a party and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Amended Series Documents), charge or encumbrance upon any of the property or assets of DTAG pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which it or any of its Affiliates is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its Certificate of Incorporation or By-laws or any Governmental Rule applicable to DTAG.

b. No Governmental Action which has not been obtained is required by or with respect to DTAG in connection with the execution and delivery of this Amendment or the consummation by DTAG of the transactions contemplated hereby or thereby or by the Amended Series Documents to which it is a party.

c. This Amendment has been duly authorized, executed and delivered by DTAG and this Amendment and the Amended Series Documents to which it is a party are the valid and legally binding obligations of DTAG, enforceable against DTAG in accordance with their respective terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

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d. There is no pending or, to the knowledge of DTAG, threatened action, suit or proceeding by or against DTAG before any Governmental Authority or any arbitrator (i) with respect to this Amendment or any Amended Series Document to which it is a party or any of the transactions contemplated herein or therein, or (ii) with respect to DTAG which, in the case of any such action, suit or proceeding with respect to DTAG, if adversely determined, would have a material adverse effect on the ability of DTAG to perform its obligations hereunder or thereunder.

6. Reference to and Effect on Note Purchase Agreement.

a. Upon and after the effectiveness of this Amendment, each reference in the Note Purchase Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Note Purchase Agreement, and each reference in the Series Documents to “the Note Purchase Agreement”, “the Series 2000-1 Note Purchase Agreement”, “thereunder”, “thereof” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement as modified hereby.

b. Except as specifically modified above, the Note Purchase Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The consents contained herein are limited to the specific facts and circumstances set forth therein and shall not operate as a waiver of, or a consent to any variation from, any other provision of the Note Purchase Agreement or any of the Series Documents.

c. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Secured Party under any of the Series Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Series Documents.

7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9. Counterparts.This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

RENTAL CAR FINANCE CORP., as Seller

By: _____________________________________

Pamela S. Peck

Vice President and Treasurer

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer

By: _____________________________________

Pamela S. Peck

Vice President and Treasurer

Amendment No. 9 to NPA

S-1

BEETHOVEN FUNDING CORPORATION, as a Conduit Purchaser

By: _____________________________________

Name:

Title:

DRESDNER BANK AG, as a Committed Purchaser and as the Managing Agent for the Dresdner Ownership Group

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-2

DRESDNER KLEINWORT WASSERSTEIN SECURITIES LLC, as Administrative Agent

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-3

LIBERTY STREET FUNDING CORP., as a Conduit Purchaser

By: _____________________________________

Name:

Title:

THE BANK OF NOVA SCOTIA, as a Committed Purchaser and as the Managing Agent for the BNS Ownership Group

By: _____________________________________

Name:

Title:

DEUTSCHE BANK, AG, NEW YORK BRANCH, as a Committed Purchaser

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-4

AMSTERDAM FUNDING CORPORATION, as a Conduit Purchaser

By: _____________________________________

Name:

Title:

ABN AMRO BANK N.V., as a Committed Purchaser and as the Managing Agent for the ABN Ownership Group

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-5

PARK AVENUE RECEIVABLES COMPANY, LLC, as a Conduit Purchaser

By: JPMorgan Chase Bank, National Association, as attorney-in-fact for Park Avenue Receivables Company, LLC

_____________________________________

Name:

Title:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Committed Purchaser and as the Managing Agent for the JPMorgan Ownership Group

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-6

STARBIRD FUNDING CORPORATION, as a Conduit Purchaser

By: _____________________________________

Name:

Title:

BNP PARIBAS, NEW YORK BRANCH, as a Committed Purchaser and as the Managing Agent for the BNP Paribas Ownership Group

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-7

Consented to as of the date first written above:

DEUTSCHE BANK TRUST COMPANY AMERICAS,a New York banking corporation, as Trustee

By: _____________________________________

Name:

Title:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH, as the Series 2000-1 Letter of Credit Provider

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

Amendment No. 9 to NPA

S-8

EXHIBIT A

SCHEDULE II

GROUP FUNDING LIMITS

Ownership Group Group Funding Limit

BNS Ownership Group 175 million dollars ($175,000,000)^[1]

Dresdner Ownership Group 160 million dollars ($160,000,000)

ABN Ownership Group 70 million dollars ($70,000,000)

JPMorgan Ownership Group 70 million dollars ($70,000,000)

BNP Paribas Ownership Group 50 million dollars ($50,000,000)

_________________________

^[1] Aggregate amount for both The Bank of Nova Scotia and Deutsche Bank, AG.

Ex. A-1

EXHIBIT B

SCHEDULE III

PURCHASER PERCENTAGES

Managing Agent Conduit Purchaser Committed Purchaser Purchaser Percentage

The Bank of	Liberty Street	The Bank of Nova Scotia	20.000%
Nova Scotia	Funding Corp.

Liberty Street	Deutsche Bank, AG	13.333%
Funding Corp.

Dresdner Bank AG	Beethoven Funding	Dresdner Bank AG	30.476%
	Corporation

ABN AMRO	Amsterdam Funding	ABN AMRO Bank N.V.	13.333%
Bank N.V.	Corporation

JPMorgan Chase	Park Avenue	JPMorgan Chase Bank,	13.333%
Bank, National	Receivables	National Association
Association	Company, LLC

BNP Paribas,	Starbird Funding	BNP Paribas	9.524%
New York Branch	Corporation

Ex. B-1

EX-4

Exhibit 4.145

EXECUTION COPY

AMENDMENT NO. 12

TO SERIES 2000-1 SUPPLEMENT

Dated as of February 1, 2006

This AMENDMENT NO. 12 TO SERIES 2000-1 SUPPLEMENT, dated as of February 1, 2006 (this “Amendment”) is among Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), DTG Operations, Inc., an Oklahoma corporation (“DTG Operations”), Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”), Credit Suisse, New York Branch, as the Series 2000-1 Letter of Credit Provider (“Credit Suisse”), The Bank of Nova Scotia, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“Scotia”), ABN AMRO Bank N.V. in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“ABN”), JPMorgan Chase Bank, National Association, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“JPMorgan”) and Dresdner Bank AG, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“Dresdner”), BNP Paribas, New York Branch, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“BNP Paribas” Scotia, ABN, JPMorgan, Dresdner and BNP Paribas are collectively referred to herein as the “Series 2000-1 Noteholders”).

RECITALS:

A. RCFC, as Issuer, and the Trustee entered into that certain Base Indenture dated as of December 13, 1995, as amended by the Amendment to the Base Indenture dated as of December 23, 1997 (the “Base Indenture”).

B. RCFC and the Trustee entered into that certain Series 2000-1 Supplement, dated as of December 15, 2000, as amended by that certain Amendment No. 1 to Series 2000-1 Supplement, dated as of April 20, 2001; by that certain Amendment No. 2 to Series 2000-1 Supplement, dated as of January 31, 2002; by that certain Amendment No. 3 to Series 2000-1 Supplement, dated as of April 16, 2002; by that certain Amendment No. 4 to Series 2000-1 Supplement, dated as of August 12, 2002; by that certain Amendment No. 5 to Series 2000-1 Supplement, dated as of August 15, 2002; by that certain Amendment No. 6 to Series 2000-1 Supplement, dated as of December 12, 2002; by that certain Amendment No. 7 to Series 2000-1 Supplement, dated as of March 18, 2003; by that certain Amendment No. 8 to Series 2000-1 Supplement, dated as of December 10, 2003; by that certain Amendment No. 9 to Series 2000-1 Supplement, dated as of March 24, 2004; by that certain Amendment No. 10 to Series 2000-1 Supplement, dated as of May 5, 2004; and by that certain Amendment No. 11 to Series 2000-1 Supplement, dated as of March 22, 2005 (the “Supplement”).

C. The parties hereto wish to amend the Supplement as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

1.Defined Terms. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Supplement.

2.Amendments. Upon the terms and subject to the conditions set forth in this Amendment, the parties hereto hereby agree, effective as of the Amendment Effective Date (as such term is defined in that certain Amendment No. 9 to Note Purchase Agreement, dated as of the date hereof, among RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Administrative Agent) as follows:

a. Section 4A.1 of the Supplement is hereby amended by deleting the amount “$375,000,000” and substituting in replacement thereof the amount “$525,000,000”.

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

4.Applicable Provisions. Pursuant to Section 11.2 of the Base Indenture and Section 8.6(a) of the Supplement, the Trustee, RCFC, the Servicers, Noteholders representing more than 50% of the Aggregate Principal Balance of the Series 2000-1 Notes and the Series 2000-1 Letter of Credit Provider may enter into an amendment of the Supplement provided that, as evidenced by an Opinion of Counsel, such amendment affects only the Series 2000-1 Noteholders.

5.Waiver of Notice. Each of the parties hereto waives any prior notice and any notice period that may be required by any other agreement or document in connection with the execution of this Amendment.

6.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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

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

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[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

RCFC

RENTAL CAR FINANCE CORP.

By: ___________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: ___________________________

Name:

Title:

SERVICERS

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: ___________________________

Pamela S. Peck

Vice President and Treasurer

DTG OPERATIONS, INC.

By: ___________________________

Pamela S. Peck

Treasurer

Amendment No.12 to Series 2000-1 Supplement

S-1

SERIES 2000-1 LETTER OF CREDIT PROVIDER

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

MANAGING AGENTS AND SERIES 2000-1 NOTEHOLDERS

ABN AMRO BANK N.V.

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

THE BANK OF NOVA SCOTIA

By: ___________________________

Name:

Title:

DRESDNER BANK AG

By: ___________________________

Name:

Title:

Amendment No.12 to Series 2000-1 Supplement

S-2

By: ___________________________

Name:

Title:

JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION

By: ___________________________

Name:

Title:

BNP PARIBAS, NEW YORK BRANCH

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

Amendment No.12 to Series 2000-1 Supplement

S-3

EX-10

Exhibit 10.97

UNANIMOUS CONSENT TO ACTION OF THE HUMAN RESOURCES

AND COMPENSATION COMMITTEE OF THE

BOARD OF DIRECTORS OF

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

TAKEN IN LIEU OF SPECIAL MEETING

EFFECTIVE FEBRUARY 1, 2006

The undersigned, being all of the members of the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Corporation”), do hereby waive notice of the holding of a formal meeting, and do hereby make the following determinations and take, and consent to, the following actions on behalf of the Corporation:

WHEREAS, the Corporation currently maintains a tax-qualified plan known as the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (the “Plan”); and

WHEREAS, it is proposed that the Plan be amended to amend and restate in its entirety Appendix C to the Plan’s Adoption Agreement currently in effect for the Corporation to provide that the Corporation’s common stock fund is no longer an investment option under the Plan for future contributions or transfers of existing balances under other investment options under the Plan; and

RESOLVED, effective February 1, 2006, the Corporation hereby authorizes the amendment to the Plan by amending and restating in its entirety Appendix C to the Plan’s Adoption Agreement, which amended and restated Appendix C is attached hereto as Exhibit A (the “Amended and Restated Appendix C”); and

RESOLVED FURTHER, that the Corporation is authorized to: (a) include the Amended and Restated Appendix C as part of the Plan’s permanent records, and (b) take whatever other actions the Corporation considers necessary to implement the Amended and Restated Appendix C.

ADOPTED the 1^st day of February, 2006.

Edward C. Lumley

Molly Shi Boren

John C. Pope

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EXHIBIT A

Amended and Restated Appendix C

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT SAVINGS PLAN

APPENDIX C

TO SECTION 10.03

ADOPTION AGREEMENT #005

NONSTANDARDIZED CODE § 401(K) PROFIT SHARING PLAN

Additional Provisions Concerning

Qualifying Employer Securities

The following additional provisions concerning qualifying Employer securities are included as part of the Adoption Agreement completed by the Employer, Dollar Thrifty Automotive Group, Inc., in accordance with Section 10.03 of the Adoption Agreement.

(A)No Contributions or Transfers. Effective February 1, 2006, the Employer stock fund will no longer be available as an investment option under the Plan for future contributions or transfers of existing balances under other investment options. Therefore, no additional contributions or transfers of existing balances under other investment options will be allowed into the Employer stock fund; provided, however, nothing in this paragraph (A) shall prohibit a Participant from transferring the Participant’s existing balances in the Employer stock fund to other investment options under the Plan. The following paragraphs (B) through (E) shall be applicable to those contributions invested in Employer securities prior to February 1, 2006:

(B)Common Stock as Qualifying Employer Securities. The investment options in Section 10.03 of the Plan include the ability to invest in “qualifying employer securities”, as defined in Section 407(d)(5) of ERISA, which specifically includes the common stock of the Employer, Dollar Thrifty Automotive Group, Inc. (hereinafter referred to as “Common Stock”). The Trustee is expressly authorized to invest so much of the Trust Fund (up to 100% thereof as provided in Section 10.03(F) of the Plan Document) in Common Stock as is necessary to invest all contributions in Common Stock in accordance with the directions of the Employer, Participants and/or the Plan Administrator under Section 10.03[B] of the Plan. Purchases of Common Stock shall be on the open market, in a private placement or from the Employer or a Participating Employer. Any contribution by the Employer or a Participating Employer required or permitted under the Plan may be made in Common Stock in accordance with Section 3.01 of the Plan. If Common Stock is purchased or transferred in-kind from the Employer or a Participating Employer, the sales price (or value, if the Common Stock is contributed in-kind) shall be no greater than the lesser of, as reported on the New York Stock Exchange or other national securities exchange registered with the United States Securities and Exchange Commission, (i) the closing price of the Common Stock on the trading day on which the Common Stock is acquired by the Plan, or (ii) the average of the closing prices of the Common Stock for the twenty (20) consecutive trading days immediately preceding the date as of which the Common Stock is acquired by the Plan. No commissions or other fees shall be payable with respect to any transaction with the Employer or a Participating Employer.

(C)Voting of Common Stock. At the time of mailing of notice of each annual or special stockholders’ meeting, the Employer or its soliciting agent shall send a copy of such notice and all proxy solicitation materials to each Participant, together with a voting instruction form for return to the Trustee or its designee. Such form shall provide the number of full and fractional shares of Common Stock allocated to such Participant’s Accounts. For this purpose, the number of shares of Common Stock deemed “allocated” to any Participant’s Accounts shall be determined as of the most recent preceding allocation date for which allocation to and adjustment of Accounts has been completed in accordance with Section 14.06 of the Plan. The Employer or its soliciting agent shall provide the Trustee with a copy of all materials provided to Participants and shall certify to the Trustee that all such materials have been mailed or otherwise sent to all Participants.

Each Participant shall have the right to instruct the Trustee as to the manner in which the Trustee is to vote that number of shares of Common Stock allocated to such Participant’s Accounts. Instructions from a Participant to the Trustee concerning the voting of Common Stock shall be communicated in writing, or by Datagram or similar means. Upon its receipt of such instructions, the Trustee shall vote such shares of Common Stock as instructed by the Participant.

Any instructions or other communication by a Participant to the Trustee concerning any voting matter shall be held in confidence by the Trustee and shall not be divulged to the Employer or to any officer or employee nor to any other person.

(D)Tender Offers for Common Stock. Upon commencement of a tender offer of Common Stock, the Employer shall notify each Participant of such tender offer. The Employer shall utilize its best efforts to distribute or cause to be distributed to each Participant all such information as is distributed to holders of Common Stock in connection with such tender offer and shall provide a means by which each Participant can confidentially instruct the Trustee concerning the Common Stock allocated to such Participant’s Accounts. For this purpose, the number of shares of Common Stock deemed “allocated” to any Participant’s Accounts shall be determined as of the most recent preceding allocation date for which allocation to and adjustments of Accounts has been completed in accordance with Section 14.06 of the Plan. The Employer or its soliciting agent shall provide the Trustee with a copy of all materials provided to Participants and shall certify to the Trustee that all such materials have been mailed or otherwise sent to all Participants.

Each Participant, whether or not such Participant is then fully vested in his Accounts, shall have the right to instruct the Trustee as to the manner in which the Trustee is to respond to the tender offer for any or all of the Common Stock then allocated to such Participant’s Accounts. Instructions from a Participant to the Trustee concerning the tender of Common Stock shall be communicated in writing, or by Datagram or similar means. The Trustee shall respond to the tender offer with respect to such Common Stock as instructed by the Participant. The Trustee shall not tender Common Stock then allocated to a Participant’s Accounts for which it has received no instructions from the Participant.

The Trustee shall tender that number of shares of Common Stock not then allocated to Participant’s Accounts which is determined by multiplying the total number of shares of Common Stock not then allocated to Participant’s Accounts by a fraction, the numerator of which is the number of shares of Common Stock then allocated to Participant’s Accounts for which the Trustee has received instructions from Participants to tender (and such instructions have not been withdrawn as of the date of determination) and the denominator of which is the total number of shares of Common Stock then allocated to Participant’s Accounts.

A Participant who has directed the Trustee to tender any or all of the shares of Common Stock credited to such Participant’s Accounts may, at any time prior to the tender offer withdrawal deadline, instruct the Trustee to withdraw, and the Trustee shall withdraw, such shares from the tender offer prior to the tender offer withdrawal deadline. Prior to such withdrawal deadline, if any Common Stock not credited to Participant’s Accounts has been tendered, the Trustee shall redetermine the number of shares of Common Stock which would be tendered if the date of such withdrawal were the date of determination as described in the immediately preceding paragraph, and withdraw the number of shares of Common Stock not credited to Participant’s Accounts necessary to reduce the number of tendered shares of Common Stock not credited to Participant’s Accounts to the number so redetermined. A Participant shall not be limited as to the number of instructions to tender or withdraw that the Participant may give to the Trustee.

As instruction by a Participant to the Trustee to tender the shares of Common Stock credited to such Participant’s Accounts shall not be considered a written election by the participant to withdraw, or have distributed, any or all of his Accounts which are subject to withdrawal. The Trustee shall advise the Plan Administrator to credit, to the Participant’s Accounts from which the tendered shares were taken, the proceeds received by the Trustee in exchange for the shares of Common Stock, if any, so tendered from each such Account.

Any instruction or other communication by a Participant to the Trustee concerning any tender offer matter shall be held in confidence by the Trustee and shall not be divulged to the Employer or to any officer or employee thereof not to any other person.

(E)Distribution of Common Stock. A Participant’s Accrued Benefit Payable under Article VI shall be distributed entirely in cash, or, if distributed as a lump sum and if elected by the Participant (or his Beneficiary), in whole shares of Common Stock to the extent the Participant’s Accrued Benefit is invested in Common Stock at the date of such election, with the balance of his Accrued Benefit distributed in cash.

By: __________________________

Name: _______________________

Title:_________________________

EX-10

Exhibit 10.98

FIRST AMENDMENT TO AMENDED AND RESTATED

LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN

The 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 March 23, 2005 and adopted by the shareholders of DTAG on May 20, 2005 (the “Plan”), is hereby amended effective as of February 1, 2006as follows:

1.          The definition of “Detrimental Activity” contained in Section 2(j) of the Plan is hereby amended by adding the following new subparagraph (vii):

“(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.”

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EX-10

Exhibit 10.99

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

2006 INCENTIVE COMPENSATION PLAN

Continue the value-sharing concept which provides for a fixed percentage of profit, the incentive pool (12.75% of pre-tax profit), to be shared if results equal or exceed a threshold level of profit margin performance. The pre-tax margin threshold for 2006 is 5%. The incentive pool created by the sharing percentage is allocated to participants based on individual target award levels.

Allocation of Incentive Pool

Class of	Percent of
Eligible employees	Pre-tax Profit
Executive	3.50	%
Middle Management	1.50	%
Field	3.50	%
Profit Share	4.25	%
Incentive Pool	12.75	%

Pre-tax Profit Margin less than 5%

Should the pre-tax margin fall below 5% for 2006, the Incentive Pool as a percent of pretax profit would decrease from 12.75% to 10% for performance at the 4.9% margin level and will continue to be reduced in increments of 1.0% for each 0.1% decline in pretax margin until the pretax margin falls below 4.0%. When the pretax margin falls below 4.0%, no Incentive Pool would be established and there would be no payout.

	IC Pool as a
	Percent of
Actual Profit Margin	Pre-tax Profits
5% or better	12.75	%
4.9%	10.00	%
4.8%	9.0	%
4.6%	7.0	%
4.4%	5.0	%
4.2%	3.0	%
4.0%	1.0	%
3.99%	0.0	%

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Impact of Detrimental Activity on Award

If a participant in the 2006 Incentive Compensation Plan, either during employment by DTAG or a subsidiary or within six (6) months after termination of such employment, shall engage in any Detrimental Activity (defined below), and the Board of Directors of DTAG (or any committee as delegated by the Board) (the “Board”) shall so find, the participant shall return to DTAG all or so much of the award (as determined by the Board) made to the participant under the plan. The Board may determine to recover different amounts from different participants or different classes in the plan on such bases as it shall deem appropriate. To the extent that the amount of the award is not fully paid and returned to DTAG, it may set off the amount so payable to it against any amounts that may be owing from time to time by DTAG 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.

As used herein, “Detrimental Activity” means:

(i)Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with DTAG 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 DTAG or a subsidiary, in any territory in which DTAG 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 DTAG or a subsidiary to terminate his or her employment with DTAG or a subsidiary.

(iii)The disclosure to anyone outside DTAG or a subsidiary, or the use in other than DTAG’s or a subsidiary’s business, without prior written authorization from DTAG, of any confidential, proprietary or trade secret information or material relating to the business of DTAG and its subsidiaries, acquired by the participant during his or her employment with DTAG or its subsidiaries or while acting as a consultant for DTAG or its subsidiaries thereafter.

(iv)The failure or refusal to disclose promptly and to assign to DTAG upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the participant during employment by DTAG and any subsidiary, relating in any manner to the actual or anticipated business, research or development work of DTAG or any subsidiary or the failure or refusal to do anything reasonably necessary to enable DTAG or any subsidiary to secure a patent where appropriate in the United States and in other countries.

(v)Activity that results in Termination for Cause. “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 DTAG or a subsidiary.

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(vi)Any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of DTAG 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 DTAG.

(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 DTAG.

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EX-10

Exhibit 10.100

PERFORMANCE SHARES GRANT AGREEMENT

THIS PERFORMANCE SHARES GRANT AGREEMENT (this “Agreement”) is made effective as of the ____ day of ________________, 200___, between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“Company”) and «Name» (the “Employee”).

RECITALS:

A.The Company’s Amended and Restated Long-Term Incentive Plan and Director Equity Plan (as amended and restated effective March 23, 2005) and adopted by the Company’s shareholders on May 20, 2005 (the “Plan”) provides for the grant, based on performance, of Performance Shares to certain eligible employees of the Company or its Subsidiaries and others pursuant to the terms of the Plan and this Agreement.

B.The Board, pursuant to the Plan, encourages eligible employees to achieve the Management Objectives established by the Human Resources and Compensation Committee of the Board (the “Committee”).

C.The Committee adopted the Management Objectives set forth below for the Performance Period (as defined below) on _______________, 200___.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Defined Terms. Defined terms used in this Agreement shall have the same meaning as those terms defined and used in the Plan, unless otherwise indicated in this Agreement.

2. Grant of Performance Shares. The Company grants «Shares» Performance Shares to the Employee as of _________________ for the three-year performance period from _____________ to ___________________ (the “Performance Period”), subject to the restrictions set forth herein. Unless otherwise provided herein, the Performance Shares shall be earned at the end of the Performance Period.

3. Adjustments and Awards. The grant of Performance Shares in Section 2 above is a target grant. The maximum award the Employee shall be eligible to earn shall be 200% of the Performance Shares. Unless otherwise provided herein, payment shall be made in the form of Common Shares following the completion of the Performance Period. The number of Performance Shares eligible to be earned based on the achievement of the Management Objectives set forth below shall be determined in accordance with this Section 3.

(a) The Performance Shares granted shall be adjusted for the Performance Period based on the following Management Objectives: (i) increasing the Dollar “brand” and the Thrifty “brand” market share (whether corporate or franchised) in the top 100 U.S. airports, (ii) the Company’s Total Shareholder Return (“TSR”) performance against companies listed in the Russell 2000, and (iii) providing consistent customer service as measured by a Customer Dissatisfaction Index (“CDI”) metric. The Management Objectives shall be calculated as follows:

(i) The Company’s long term strategic goal is to increase market share by ___% per year. For the Performance Period, the Company target is to increase on-airport market share in _____ to ____% from the market share in _______ of ____%. The ______ year is based on a measurement year starting _____________ and ending _________________. The _____ year will be based on a measurement year starting _______________ and ending ______________________. The on-airport market share data used will be information collected from the top 100 U.S. airports and will be the cumulative revenues of the Dollar “brand” and the Thrifty “brand” compared to the total revenues at these airports during these periods.

The Performance Shares earned hereunder will be calculated as follows:

	Threshold		Target		Maximum
	___% annual growth	___% annual growth	___% annual growth	___% annual growth	___% annual growth
Market Share Target	____%	____%	____%	____%	____%
Common Shares Earned (% of Target)	____%	_____%	____%	_____%	_____%

(ii) The TSR award shall be determined by the Company’s TSR results versus the companies that are currently listed and remain in the Russell 2000 index during the Performance Period. The TSR for each company will be calculated by using the average stock price for the trading days in December 2008 plus any dividends that have been paid during the Performance Period and then dividing by the average stock price for the trading days in December 2005. Only companies that are included in the Russell 2000 at the beginning of the Performance Period and at the end of the Performance Period will be used for this calculation.

The Performance Shares earned will be determined according to the payout schedule below and where the Company falls in the range with the Russell 2000 companies:

	Threshold		Target		Maximum
Percentile	____th	____th	____th	____th	____th
Common Shares Earned (% of Target)	____%	____%	____%	____%	_____%

(iii) The Company’s strategic goal is to provide consistent service delivery to our customers; a core value of the Company. The long term goal is to have a CDI rating of no more than ___ in _____ months during the three year performance period. This will be measured using the CDI metric which is measured as customer complaints per 1,000 rental transactions. The CDI achievement will be determined by the number of months with a _____ or less rating.

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The Performance Shares earned hereunder will be determined according to the payout schedule below:

	Threshold		Target		Maximum
3 Year Measurement	___%	____%	____%	_____%	____%
Months with CDI rating of ____ or less	___	____	____	___	___
Common Shares Earned (% of Target)	____%	____%	____%	___%	____%

(b) The three award percentages computed in Sections 3(a)(i), 3(a)(ii) and 3(a)(iii) above will be added together to form the final adjustment factor. All calculations above will be interpolated should the actual result fall between percentage points. Results may be rounded to the nearest whole number as deemed appropriate by the Committee. This factor will then be applied to the grant of Performance Shares to arrive at the actual number of Common Shares that shall be issued. Sample calculations are presented in Attachment A as examples of the application of this Section 3.

4. Payment and Vesting. The number of Common Shares to be issued hereunder, based on the adjustment provisions set forth in Section 3 above, shall vest immediately and become issuable upon certification and approval by the Committee following completion of the Performance Period. Prior to vesting of the grant, the Performance Shares shall be subject to forfeiture as set forth in this Agreement.

5. Termination of Employment.

(a) Involuntary Without Cause. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries without Cause prior to the completion of the Performance Period, the Performance Shares will be prorated at target, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from ________________ through the date of such involuntary termination. The remaining Performance Shares shall be forfeited. For purposes of this Agreement, “Cause” shall have the same meaning as “Termination for Cause” set forth in Section 2(j)(v) of the Plan.

(b) Involuntary With Cause. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries with Cause prior to the completion of the Performance Period, the Employee shall forfeit all Performance Shares.

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(c) Involuntary Due to Reduction in Force. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries due to a “reduction in force,” as determined by the Company at the time of such involuntary termination prior to the completion of the Performance Period, the Performance Shares will be prorated at target, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from _________________ through the date of the Employee’s termination pursuant to such reduction in force. The Employee shall forfeit the remaining Performance Shares.

(d) Voluntary. Upon the voluntary termination (except for Retirement, as hereinafter defined) by the Employee from the employ of the Company or its Subsidiaries prior to the completion of the Performance Period, the Employee shall forfeit all Performance Shares.

(e) Retirement. Upon Retirement of the Employee prior to the completion of the Performance Period, the Performance Shares will be prorated at target, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from ____________________ through the date of such Retirement. The Employee shall forfeit the remaining Performance Shares. As used herein, the Employee shall be eligible for “Retirement” at the date upon which the Employee (i) has reached the age of sixty-one (61) years or older and has performed five (5) or more years of service for the Company or its Subsidiaries, or (ii) has performed twenty (20) or more years of service for the Company or its Subsidiaries.

(f) Disability. Upon the termination of the Employee from the employ of the Company or its Subsidiaries on account of the Employee’s Disability prior to the completion of the Performance Period, the Performance Shares will be prorated at target, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from ____________________ through the date of the Employee’s termination pursuant to such Disability. The Employee shall forfeit the remaining Performance Shares.

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(g) Death. Upon the termination of the Employee from the employ of the Company or its Subsidiaries on account of the Employee’s death prior to the completion of the Performance Period, the Performance Shares will be prorated at target, and

Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from _________________ until the date of such death. The Employee shall forfeit the remaining Performance Shares.

6. Change in Control. Notwithstanding anything to the contrary in this Agreement or in Section 13 of the Plan, in the event of a Change in Control of the Company prior to the completion of the Performance Period, the following provisions shall apply to the Employee’s Performance Shares.

(a) Continued Employment. Upon a Change in Control of the Company wherein the Employee remains employed thereafter by the Company or its Subsidiaries (or their respective successors or entities that continue in business), the Performance Shares will be prorated at target, and Common Shares (based on such prorated Performance Shares) shall be issued on the date of the Change in Control (the “Change in Control Date”) to facilitate participation and treatment in such transaction. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from _________________ through the Change in Control Date. Except as set forth in Section 6(b)(ii) below, the Employee shall forfeit the remaining target Performance Shares (the “Remaining Performance Shares”).

(b) Termination of Employment Without Cause.

(i) On Change in Control Date. Upon a Change in Control of the Company wherein the Employee is terminated from the employ of the Company or its Subsidiaries without Cause on the Change in Control Date, the Performance Shares will vest and become non-forfeitable and Common Shares shall be issued on the Change in Control Date to the Employee to facilitate participation and treatment in such transaction.

(ii) Within Two Years. In the event the Employee is terminated from the employ of the Company or its Subsidiaries (or their respective successors or entities that continue in business) without Cause within two (2) years from the Change in Control Date, the Remaining Performance Shares (or their equivalency as determined under the Change in Control transaction) shall be reinstated and Common Shares (based on such Remaining Performance Shares) shall be issued or their equivalent paid, as applicable, to the Employee.

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(c) Termination of Employment With Cause Following the Change in Control Date. In the event the Employee is terminated from the employ of the Company or its Subsidiaries (or their respective successors or entities that continue in business) with Cause at any time following a Change in Control, the Employee shall forfeit the Remaining Performance Shares.

7. Assignability. The Performance Shares, including any interest therein, shall not be transferable or assignable, except as permitted in accordance with Section 11 of the Plan.

8. Securities Laws Requirements. This grant has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and no transfer or assignment of this grant may be made in the absence of an effective registration statement under such laws or the availability of an exemption from the registration provisions thereof in respect of such transfer or assignment.

9. Detrimental Activity. Notwithstanding anything in this Agreement or the Plan to the contrary, if the Employee, either during employment by the Company or a Subsidiary or within six (6) months after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, the Employee shall:

(a) return to the Company, in exchange for payment by the Company of any amount actually paid therefor by the Employee, all Common Shares that the Employee has not disposed of that were issued pursuant to this Agreement within a period of one (1) year prior to the date of the commencement of such Detrimental Activity, and

(b) with respect to any Common Shares so acquired that the Employee has disposed of, pay to the Company in cash the difference between:

(i) any amount actually paid therefor by the Employee pursuant to this Agreement, and

(ii) the Market Value Per Share of the Common Shares on the date of such acquisition.

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 Employee, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason.

10. 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 the Employee or other person under this Agreement, 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 Employee 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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11. No Right to Employment. The Plan and this Agreement will not confer upon the Employee any right with respect to the continuance of employment or other service with the Company or any Subsidiary and will not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any employment or other service of the Employee at any time. For purposes of this Agreement, the continuous employ of the Employee with the Company or a Subsidiary shall not be deemed interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of (a) the transfer of his or her employment among the Company and its Subsidiaries or (b) an approved leave of absence.

12. Relation to Other Benefits. Any economic or other benefit to the Employee under this Agreement or the Plan will not be taken into account in determining any benefits to which the Employee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

13. Integrated Agreement. This Agreement shall consist of its terms and those terms of the Plan which are relevant to this Agreement and both shall be read together.

14. Weekends, Holidays. If the last or appointed day for the taking of any action required or the expiration of any right granted herein shall be a Sunday, or a Saturday or shall be a legal holiday or a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed, then such action may be taken or right may be exercised on the next succeeding day which is not a Sunday, a Saturday or a legal holiday and not a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed.

15. Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Employee under this Agreement without the Employee’s consent.

16. Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.

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

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18. Compliance with Law. Notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any Common Shares in payment of any vested Performance Shares pursuant to this Agreement if the issuance thereof would result in a violation of any laws. The Company will make reasonable efforts to comply with all applicable federal and state securities laws.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year above written.

	DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
Attest:
	By: _________________________________
______________________________ Stephen W. Ray, Secretary	Gary L. Paxton President and Chief Executive Officer
	_________________________________ «Name», Employee

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ATTACHMENT A

Market Share Growth Scale

	Threshold		Target		Maximum
	___% annual growth	___% annual growth	___% annual growth	___% annual growth	___% annual growth
Market Share Target	____%	_____%	_____%	____%	____%
Common Shares Earned (% of Target)	____%	____%	_____%	____%	____%

TSR Scale

	Threshold		Target		Maximum
Percentile	______th	______th	____th	_____th	_____th
Common Shares Earned (% of Target)	_____%	_____%	____%	____%	____%

CDI Scale

	Threshold		Target		Maximum
3 Year Measurement	____%	_____%	____%	_____%	_____%
Months with CDI rating of 5.5 or less	___	____	____	_____	____
Common Shares Earned (% of Target)	______%	____%	____%	_____%	_____%

Example:

			Result
Market Share	Beginning market share – ____	____%
	Ending market share – _____	____%	____% payout
TSR	DTG return at end of ____	____%
	Russell 2000 Companies
	___th Percentile	____%
	___th Percentile	____%
	___th Percentile	____%	____% payout
CDI	Months with CDI of ____ or less	____	____% payout
Total Payout			____% payout

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