0001049108-12-000014 Sample Contracts

PERFORMANCE UNITS GRANT AGREEMENT
Performance Units Grant Agreement • February 28th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • Delaware

THIS PERFORMANCE UNITS GRANT AGREEMENT (this “Agreement”) is made effective as of the _____ day of __________________, 20__ (the “Effective Date”), between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“Company”) and ____________(the “Employee”).

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AMENDMENT NO. 2 TO SERIES 2011-1 SUPPLEMENT dated as of February 23, 2012 between RENTAL CAR FINANCE CORP., an Oklahoma corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee
Series 2011-1 Supplement • February 28th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • New York

This Amendment No. 2 to Series 2011-1 Supplement dated as of February 23, 2012 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

RETIREMENT AND CONSULTING AGREEMENT
Retirement and Consulting Agreement • February 28th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • Oklahoma

This Retirement and Consulting Agreement (this “Agreement”) is made and entered into this 15th day of December, 2011, by and between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), and R. Scott Anderson (“Executive”).

RESTRICTED STOCK UNITS GRANT AGREEMENT
Restricted Stock Units Grant Agreement • February 28th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • Delaware

THIS RESTRICTED STOCK UNITS GRANT AGREEMENT (this "Agreement") is dated the ____day of _______, 20___, between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the "Company"), and _____________________ (the "Non-Employee Director").

AMENDMENT NO. 2 TO SERIES 2011-2 SUPPLEMENT dated as of February 23, 2012 between RENTAL CAR FINANCE CORP., an Oklahoma corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee
Series 2011-2 Supplement • February 28th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • New York

This Amendment No. 2 to Series 2011-2 Supplement dated as of February 23, 2012 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

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