AMENDED AND RESTATED DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT PLAN

Exhibit 10.213

AMENDED AND RESTATED

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

RETIREMENT PLAN

INTRODUCTION

The Company has adopted this Plan, effective December 5, 1998, and amended and restated effective as of December 9, 2008 to provide a means by which it can provide retirement income to key executives to encourage these employees to remain in the employ of the Company and/or of its Affiliates.

The Plan is intended to be an unfunded plan that is maintained by the Employers primarily for the purpose of providing deferred compensation in the form of retirement income for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) Sections 201(2) and 301(a)(3). This Plan shall be interpreted and administered to the extent possible with that stated intent. The Plan is intended to be exempt under ERISA Section 401(a)(1).

ARTICLE 1

DEFINITIONS

The following terms have the meanings set forth below when used in this Plan, unless a different meaning is clearly required by the context of the Plan.

1.1        “ Account ” means the account established under the Trust for the benefit of each Participant hereunder.

1.2        “ Administrator ” means the individual(s) or corporation appointed by the Employer to carry out the administration of the Plan, and to serve as the agent for the Employer with respect to the Trust as contemplated by the agreement establishing the Trust. In the event an Administrator has not been appointed, or resigns from a prior appointment, the Employer shall be deemed to be the Administrator. The Administrator shall have the authority to delegate some or all of the administration of the Plan to one or more persons.

1.3        “ Affiliated Employer ” or “ Affiliate ” means the Company and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company.

1.4        “ Beneficiary Designation Form ” means the form used by the Administrator for the Participant to designate one or more beneficiaries to receive the vested amount in his Account upon his death.

(a)       The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors (“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;

(b)       The Company sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than a majority 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;

(c)       The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “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

(d)       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.

Notwithstanding the foregoing provisions of Section 1.6(c), 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 1.6(c) solely because (A) the Employer, (B) a Subsidiary, or (C) any Employer-sponsored employee stock ownership plan or any other employee benefit plan of the Employer or any Subsidiary either files or becomes obligated to file a report or a 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 excess of 35% or otherwise.

Notwithstanding the foregoing and except for the purposes of Article III herein only, a Change in Control shall not be deemed to occur under this Plan 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(i)(5), or any successor thereto.

1.7        “ Code ” means the Internal Revenue Code of 1986, as amended or replaced from time to time.

1.10      “ Disability ” means permanent and total disability within the meaning of Section 22(c)(3) of the Code.

1.11      “ Effective Date ” means December 5, 1998, the date as of when the Employer hereunder adopted the Plan.

1.13      “ Employer ” means the Company, Dollar Rent A Car Systems, Inc., Thrifty Rent-A-Car System, Inc., Thrifty Car Sales, Inc., and any other Affiliated Employer which adopts this Plan with the consent of the Company.

1.14      “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.15      “ Exchange Act ” means the Securities Exchange Act of 1934 as it may be amended from time to time.

1.16      “ Insolvent ” means either the Employer is unable to pay its debts as they become due, or the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

1.17      “ Investment Recommendation Form ” means the form used by the Administrator for the Participant to recommend investments in his Account to the Trustee.

1.18      “ Participant ” means an Employee of the Employer on December 2, 2004 who is graded at the Staff Vice President level or above or who is entitled to receive benefits under the Plan as a beneficiary of the Participant.

1.19      “ Payment Election Form ” means the form approved and used by the Administrator for the Participant to elect distributions from his Account.

1.20      “ Plan ” means this Dollar Thrifty Automotive Group, Inc. Retirement Plan and all amendments hereto.

1.22      “ Trust ” means the specific Trust under the Plan (or the separate Trust for each individual Employer which has adopted the Plan, as the context so requires), which trust is intended to qualify as a “Rabbi Trust” under Rev. Proc. 92-64 (as amended or modified from time to time) and to constitute the legal agreement between the Employer and the Trustee, which establishes the rights and liabilities of each in managing and controlling the assets of the Trust for the purposes of the Plan.

1.24      “ Year of Service ” means the performance of twelve (12) consecutive months of full time service. Years of Service with predecessor(s) of the Employer shall count for calculating Years of Service.

ARTICLE 2

BENEFITS

2.1         Targeted Benefit . The targeted benefit (“benefit”) under the Plan for each Participant shall be an amount equal to fifty percent (50%) of the Participant’s average annual base salary determined over his last five (5) Years of Service.

(a)       The benefit shall be that amount determined under Section 2.1 above computed for a Participant with at least twenty (20) Years of Service upon the Participant reaching age 61.

(b)       The benefit shall be prorated downward for an Employee who reaches age 61 and who has less than twenty (20) Years of Service ( e.g. , 15 years of service at age 61 yields 75% of the benefit amount).

(c)       The benefit as described above is subject to change on an annual basis in the discretion of the Board.

ARTICLE 3

VESTING

A Participant shall become vested in the Participant’s Account at the rate of 20% per year for each Year of Service. Full (100%) vesting shall occur in the event of the death or Disability of the Participant, or upon a Change of Control, or immediately prior to the Employer becoming Insolvent.

ARTICLE 4

EMPLOYER CONTRIBUTIONS

4.1         Payments . Contributions to fund the benefits shall be made in equal annual payments by the Employer to the Trustee. Such contributions shall be allocated to a separate Account for each Participant under the Trust.

4.2         Assumption . In calculating the equal annual contributions to the Trust, a 9% annual rate of return on assets held in the Trust and a 4% annual base salary increase shall be assumed.

4.3         Period . Contributions by the Employer for a Participant shall be made until the Participant reaches age 62 or over 20 years, whichever occurs sooner.

4.4         Discretion . The amount of contributions by the Employer as described above is subject to change on an annual basis at the discretion of the Board.

ARTICLE 5

ACCOUNTS

5.1         Accounting . The Administrator shall cause the Trustee to establish a separate Account for each Participant reflecting Employer contributions together with any adjustments for income, gain or loss and any payments from the Account. The Administrator may direct the Trustee to maintain and invest separately the assets in each Participant’s separate Account. The Administrator shall provide each Participant with a monthly statement of his or her Account.

5.2         Investments . The assets of the Trust shall be invested in such investments as the Trustee shall determine under the Trust Agreement. The Trustee may receive investment recommendations from the Participant as provided in an Investment Recommendation Form.

ARTICLE 6

PAYMENT OF ACCOUNTS

6.1         Time And Form of Payment . Each Participant shall complete a Payment Election Form and file such with the Administrator prior to becoming a Participant in the Plan. The Payment Election Form shall designate the time and form of payment of the Participant’s vested Account balance. These elections will remain effective unless and until the Participant files an amended Payment Election Form with the Administrator. Any amended Payment Election Form, other than an election related to an unforeseeable emergency pursuant to Section 6.3, will not take effect until 12 months after the date on which the election is made AND other than a change in election related to an unforeseeable emergency pursuant to Section 6.3, no amended Payment Election Form shall result in (i) an acceleration of payment under the Plan or (ii) a subsequent deferral of payment for a period of less than five years from the date such payment would otherwise have been paid (or, in the case of installment payments, five years from the date the fir