DOLLAR THRIFTY AUTOMOTIVE GROUP INC
10-Q, EX-10.22, 2000-11-13
AUTO RENTAL & LEASING (NO DRIVERS)
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                                                                   EXHIBIT 10.22

            ADOPTION, CONSENT AND THIRD AMENDMENT TO RETIREMENT PLAN


     The  Retirement  Plan  adopted by Dollar  Thrifty  Automotive  Group,  Inc.
("DTAG") on December 5, 1998, as amended by First  Amendment to Retirement  Plan
adopted by DTAG on September 23, 1999 and Second  Amendment to  Retirement  Plan
adopted by DTAG on January  14, 2000  ("Plan")  is hereby  amended as of July 1,
2000 as follows:

          1.  Thrifty Car Sales,  Inc.,  an  Oklahoma  corporation  ("TCS"),  by
     signing below,  hereby adopts the Plan and agrees to be bound by all of the
     terms  and  conditions  of  the  Plan  and  agrees  to  perform  all of the
     obligations of an "Employer" under the Plan.

          2. The definition of Employer contained in Section 1.13 of the Plan is
     hereby amended by adding thereto "Thrifty Car Sales, Inc."

          3. DTAG, by signing below,  hereby  consents to the adoption by TCS of
     the Plan.

                                            DTAG:

                                            DOLLAR THRIFTY AUTOMOTIVE GROUP,
                                            INC., a Delaware corporation
ATTEST:

__________________________                  By: _______________________________
Secretary                                            Steven B. Hildebrand
                                                     Executive Vice President


                                            TCS:

                                            THRIFTY CAR SALES, INC.,
                                            an Oklahoma corporation
ATTEST:

__________________________                  By: _______________________________
Secretary                                            Name: _____________________

                                                     Title:_____________________



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