BUDGET GROUP INC
S-8, EX-4.8, 2000-11-16
AUTO RENTAL & LEASING (NO DRIVERS)
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                                                                     EXHIBIT 4.8

                               EIGHTH AMENDMENT OF

                       BUDGET GROUP, INC. SAVINGSPLUS PLAN
               (As Amended and Restated Effective January 1, 1993)


         WHEREAS, Budget Group, Inc. (the "Corporation") maintains the Budget
Group, Inc. SavingsPlus Plan (the "Plan"); and

         WHEREAS, the Plan has been amended from time to time, and further
amendment of the Plan now is considered desirable;

         NOW, THEREFORE, by virtue and in exercise of the powers reserved to the
Corporation by resolution of its Board of Directors, the Plan is hereby amended
in the following respects:

         1.       By substituting the following for the definition of "Eligible
Employee" in Article II, effective January 1, 2000:

                           "Eligible Employee" means any Employee of the Company
                  (or any Affiliated Company which adopts the Plan under Section
                  16.1) who has completed a continuous period of employment of
                  90 days except (a) any Employee who is a member of a
                  collective bargaining unit and who is covered by a collective
                  bargaining agreement which does not specifically provide for
                  coverage under the Plan, and (b) any Leased Employee. In the
                  case of an Employee who is employed by a company on the date
                  of its acquisition (including acquisition of substantially all
                  the assets of such company) by or merger into the Company or
                  an Affiliated Company which has adopted the Plan, except to
                  the extent that the Committee provides otherwise, such
                  Employee's continuous period of employment with such acquired
                  company immediately prior to the date of acquisition or merger
                  shall be considered as a continuous period of employment for
                  purposes of this definition as of the date of such
                  acquisition."

         2.       By substituting the following for Section 8.2(b), effective
January 1, 1998:



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                           "(b)     In no event will amounts be distributed to a
                  Participant prior to his 65th birthday without his written
                  consent if the value of his vested Account exceeds $5,000."


         3.       By substituting the following for Section 8.5(b), effective
January 1, 1999:

                           "(b)     Notwithstanding anything to the contrary
                  contained in the Plan, with respect to a Participant who
                  attains age 70 1/2 on or after January 1, 2001, distributions
                  of such Participant's benefits must commence by April 1 of the
                  calendar year following the later of (i) the calendar year in
                  which the Participant attains age 70 1/2, or (ii) the calendar
                  year in which the Participant retires, in accordance with the
                  minimum distribution requirements of Code Section 401(a)(9).
                  Notwithstanding the foregoing sentence, for any Participant
                  who is a 5% owner of the Company, the distribution of benefits
                  must commence by April 1 of the calendar year following the
                  calendar year in which the Participant attains age 70 1/2. A
                  Participant who is not a 5% owner and who attained age 70 1/2
                  before 2001 may elect to stop receiving distributions from the
                  Plan until April 1 of the calendar year following the calendar
                  year in which the Participant retires. The Committee will
                  establish rules and procedures governing Participants'
                  elections hereunder."

         IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed by its duly authorized officer this 8th day of March , 2000.


                                      BUDGET GROUP, INC.



                                      By:       /s/  Robert L. Aprati
                                         ----------------------------------

                                      Its:     Executive Vice President,
                                         ----------------------------------

                                              General Counsel & Secretary
                                         ----------------------------------





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