<PAGE>   1
                                                                    Exhibit 10.1

                             ANC RENTAL CORPORATION

                     KEY EMPLOYEE SEVERANCE PROTECTION PLAN

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company recognizes that the possibility of a Change in Control exists and that
the threat or the occurrence of a Change in Control can result in significant
distraction of its key employees because of the uncertainties inherent in such a
situation; and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has determined that it is essential and in the best interest of the
Company and its stockholders to retain the services of certain of its key
employees in the event of a threat of a Change in Control and to ensure their
continued dedication and efforts in such event without undue concern for their
personal financial and employment security.

         NOW, THEREFORE, in order to fulfill the above purposes, the following
plan has been developed and is hereby adopted.

                                    ARTICLE I

                                   DEFINITIONS

         As used herein, the following words and phrases shall have the
following respective meanings unless the context clearly indicates otherwise.

         1.1 AFFILIATE. With respect to any person or entity, any entity,
directly or indirectly, controlled by, controlling or under common control with
such person or entity.

         1.2 BASE SALARY. The amount a Participant is entitled to receive as
wages or salary on an annualized basis, calculated immediately prior to a Change
in Control or, if greater, at any time thereafter.

         1.3 BOARD. The Board of Directors of the Company.

         1.4 CAUSE. A termination for Cause is a termination evidenced by a
resolution adopted in good faith by two-thirds (2/3) of the Board that the
Participant (i) willfully and continually failed to substantially perform his
duties with the Employer (other than a failure resulting from the Participant's
incapacity due to physical or mental illness), which failure continued for a
period of at least thirty (30) days after a written notice of demand for
substantial performance was delivered to the Participant specifying the manner
in which the Participant failed to substantially perform, or (ii) willfully
engaged in conduct which is demonstrably and materially injurious to the
Employer or any of its Affiliates, monetarily or otherwise; PROVIDED, HOWEVER,
that no termination of the



<PAGE>   2

Participant's employment shall be for Cause as set forth in clause (ii) above
until (x) there shall have been delivered to the Participant by the Board a copy
of a written notice that the Participant was guilty of the conduct set forth in
clause (ii) above and specifying the particulars thereof in detail, and (y) the
Participant shall have been provided an opportunity to be heard by the Board
(with the assistance of the Participant's counsel if the Participant so
desires). No act, nor failure to act, on the Participant's part shall be
considered "willful" unless he has acted, or failed to act, with an absence of
good faith and without a reasonable belief that his action or failure to act was
in the best interest of the Employer and its Affiliates. Notwithstanding
anything contained in this Plan to the contrary, no failure to perform by the
Participant after Notice of Termination is given by the Participant shall
constitute Cause.

         1.5 CHANGE IN CONTROL. The occurrence during the term of the Agreement
of any of the following events:

         (a) An acquisition of any voting securities of the Company (the "Voting
Securities") by any "Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), immediately after which such Person has "Beneficial Ownership" (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty
percent (50%) of the combined voting power of the Company's then outstanding
Voting Securities; PROVIDED, HOWEVER, that in determining whether a Change in
Control has occurred, Voting Securities which are acquired in a "Non-Control
Acquisition" (as hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition" shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof)
maintained by (A) the Company or (B) any corporation or other Person a majority
of the voting power, voting equity securities or equity interest of which is
owned, directly or indirectly, by the Company (for purposes of this definition,
a "Subsidiary"), (ii) the Company or its Subsidiaries, or (iii) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);

         (b) The individuals who, as of the Effective Date, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the members of the Board; PROVIDED, HOWEVER, that if the election,
or nomination for election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of this Plan, be considered a member of
the Incumbent Board; PROVIDED FURTHER, HOWEVER, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of an actual or threatened "Election Contest" (as described
in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a




                                     - 2 -
<PAGE>   3

Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or

         (c) Consummation of:

                  (1)      A merger, consolidation or reorganization involving
                           the Company, unless such merger, consolidation or
                           reorganization is a "Non-Control Transaction." A
                           "Non-Control Transaction" shall mean a merger,
                           consolidation or reorganization of the Company where:

                           (A)      the stockholders of the Company, immediately
                                    before such merger, consolidation or
                                    reorganization, own directly or indirectly
                                    immediately following such merger,
                                    consolidation or reorganization, at least
                                    fifty percent (50%) of the combined voting
                                    power of the outstanding voting securities
                                    of the corporation resulting from such
                                    merger or consolidation or reorganization
                                    (the "Surviving Corporation") in
                                    substantially the same proportion as their
                                    ownership of the Voting Securities
                                    immediately before such merger,
                                    consolidation or reorganization,

                           (B)      the individuals who were members of the
                                    Incumbent Board immediately prior to the
                                    execution of the agreement providing for
                                    such merger, consolidation or reorganization
                                    constitute at least two-thirds of the
                                    members of the board of directors of the
                                    Surviving Corporation, or a corporation
                                    beneficially directly or indirectly owning a
                                    majority of the Voting Securities of the
                                    Surviving Corporation, and

                           (C)      no Person other than (i) the Company, (ii)
                                    any Subsidiary, or (iii) any employee
                                    benefit plan (or any trust forming a part
                                    thereof) maintained by the Company, the
                                    Surviving Corporation, or any Subsidiary has
                                    Beneficial Ownership of fifty percent (50%)
                                    or more of the combined voting power of the
                                    Surviving Corporation's then outstanding
                                    voting securities.

                  (2)      A complete liquidation or dissolution of the Company;

                  (3)      The sale or other disposition of all or substantially
                           all of the assets of the Company to any Person (other
                           than a transfer or disposition to a Subsidiary); or




                                     - 3 -
<PAGE>   4

                  (4)      The sale or other disposition (other than a transfer
                           or disposition to a Subsidiary) of any of the
                           National, Alamo, International or Alamo Local Market
                           divisions (each a "Major Division") to any Person, by
                           means of a sale of all or substantially all of the
                           assets or a sale of stock, but in the case of a sale
                           of the International or Alamo Local Market division,
                           only with respect to Participants who provided
                           significant services primarily to that division
                           within the one-year period immediately preceding the
                           Change in Control.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities then outstanding, increases
the proportional number of shares Beneficially Owned by the Subject Persons;
PROVIDED that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which increase the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.

         Notwithstanding anything to the contrary contained herein, if the
employment of a Participant is terminated (i) at the request of a third party
who has indicated an intention or taken steps reasonably calculated to effect a
Change in Control and who effectuates a Change in Control or (ii) otherwise in
connection with, or in anticipation of, a Change in Control which actually
occurs, then for purposes of this Plan the date of a Change in Control with
respect to that Participant shall be deemed to be the date immediately prior to
the date of the Participant's termination.

         1.6 COMPANY. ANC Rental Corporation, a Delaware corporation, or any
successor thereto by reason of assumption of the Company's obligations under
this Plan, either by operation of law or express agreement.

         1.7 EFFECTIVE DATE. The date this Key Employee Severance Protection
Plan is approved by the Compensation Committee of the Board.

         1.8 EMPLOYER. As applicable to any Participant, the Company or a
subsidiary of the Company and/or in the case of an employee of a Major Division,
the Major Division, in each case, that employs the Participant (or, in each
case, any successor thereto by operation of law or otherwise).




                                     - 4 -
<PAGE>   5

         1.9 KEY EMPLOYEE. Each employee of the Company or a subsidiary of the
Company who is listed on Schedule A as of the Effective Date.

         1.10 GOOD REASON. The occurrence of any of the following events or
conditions:

                  (a) for Participants in Classification A only, failure to
elect or reelect or otherwise maintain the Participant in the office of (1) the
Company, (2) a subsidiary thereof and/or (3) a Major Division (or, in each case,
any successor thereto by operation of law or otherwise), as the case may be,
which the Participant held immediately prior to a Change in Control, or a
substantially equivalent office;

                  (b) (1) a significant adverse change in the nature or scope of
the authorities, powers, functions, responsibilities or duties attached to the
position with the Company, a subsidiary thereof or, in the case of a purchase of
a Major Division, a Major Division, in each case, which the Participant held
immediately prior to the Change in Control, (2) a reduction in the Participant's
annual base salary; or (3) the termination of the Participant's rights to the
employee benefits listed on Schedule B or a material reduction in the scope or
value thereof (unless, in the case of the purchase of a Major Division,
substantially equivalent benefits are provided), any of which is not remedied by
the Company or a subsidiary or division thereof within 10 calendar days after
receipt by the Company or a subsidiary or division thereof of written notice
from the Participant of such change, reduction or termination, as the case may
be;

                  (c) requiring the Participant (without the consent of the
Participant) to be based at any place outside a fifty (50) mile radius of his
place of employment prior to the Change in Control, except for reasonably
required travel on business which is not materially greater than such travel
requirements prior to the Change in Control; or

                  (d) any material breach by the Company of any provision of
this Plan which is not remedied by the Company within 10 calendar days after
receipt by the Company of written notice from the Participant of such breach.

         Any event described in Section 1.10 (a), (b), (c) or (d) which occurs
prior to a Change in Control but which the Executive reasonably demonstrates (1)
was at the request of a third party who has indicated an intention or taken
steps reasonably calculated to effect a Change in Control or (2) otherwise arose
in connection with, or in anticipation of, a Change in Control, shall constitute
Good Reason for purposes of this Plan notwithstanding that it occurred prior to
a Change in Control.

         1.11 NOTICE OF TERMINATION. "Notice of Termination" shall mean a notice
which indicates the specific provisions in this Plan relied upon as the basis
for any termination of employment and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Participant's employment under the




                                     - 5 -
<PAGE>   6

provision so indicated. No purported termination of employment shall be
effective without a Notice of Termination.

         1.12 OPERATING UNIT. Any subsidiary, division or other operating unit
of the Company or any of its subsidiaries.

         1.13 PARTICIPANT. (i) A Key Employee who meets the eligibility
requirements of Article II and (ii) such other employees of the Company and its
subsidiaries who after the Effective Date are designated as Participants in this
Plan by the Company's Chief Executive Officer or by the Compensation Committee
of the Board and who meet the eligibility requirements of Article II.

         1.14 PERMANENT DISABILITY. A Participant shall be deemed to have become
permanently disabled for purposes of this Plan if the Chief Executive Officer of
the Company (or in the case of the Chief Executive Officer, the Compensation
Committee of the Board), or, subsequent to a sale of a Major Division, the Chief
Executive Officer thereof, finds, upon the basis of medical evidence
satisfactory to him (or it), that the Participant is totally disabled, whether
due to physical or mental condition, so as to be prevented from engaging in
further employment by the Employer and that such disability will be permanent
and continuous during the remainder of his life; PROVIDED that no Participant
shall be deemed to have become permanently disabled unless prior to the
foregoing determination, the Participant has been determined to qualify for
long-term disability benefits under an applicable long-term disability benefit
plan of the Employer.

         1.15 SEVERANCE BENEFIT. The benefit payable to certain Participants in
accordance with Article III.

         1.16 TERMINATION DATE. The date of the termination of a Participant's
employment with the Employer as determined in accordance with Article IV.


                                   ARTICLE II

                                   ELIGIBILITY

         2.1 PARTICIPATION. Each Key Employee shall automatically be entitled to
be a Participant in the Plan as of the Effective Date. Each other employee
designated in writing as a Participant in the Plan pursuant to Section 1.13
hereof shall be entitled to be a Participant in the Plan on the date of such
designation.

         2.2 DURATION OF PARTICIPATION. An employee shall cease to be a
Participant in the Plan if his employment is terminated under circumstances
where he is not entitled to a Severance Benefit under the terms of this Plan. A
Participant entitled to payment of a




                                     - 6 -
<PAGE>   7

Severance Benefit shall, subject to Article VII, remain a Participant in the
Plan until the full amount of the Severance Benefit has been paid to him.

                                   ARTICLE III

                               SEVERANCE BENEFITS

         3.1 RIGHT TO SEVERANCE BENEFIT.

                  (a) Subject to Article VII, a Participant shall be entitled to
receive from the Company a Severance Benefit in the amount provided in Section
3.2 if (i) a Change in Control has occurred and (ii) within two years thereafter
for Participants in Classification A, or within one year thereafter for
Participants in Classification B or Classification C, the Participant's
employment with the Employer terminates for any reason, except that
notwithstanding the foregoing provisions of this Section 3.1(a), no benefits
under this Plan will be payable should the Participant's termination of
employment be (A) for Cause, (B) by reason of Permanent Disability, (C)
initiated by the Participant for other than Good Reason, (D) by reason of the
Participant's death or (E) an Excluded Termination (as defined in Section
3.1(b)).

                  (b) If, following a Change in Control, a Participant's
employment with the Employer terminates in connection with the subsequent sale,
divestiture or other disposition of the stock or assets of any Operating Unit
(or part thereof) (a "Transaction"), such termination shall not be a termination
of employment of the Participant for purposes of the Plan, and (notwithstanding
the rights provided to the Participant by Section 3.1(a)) the Participant shall
not be entitled to a Severance Benefit as a result of such termination of
employment if (i) the Participant is offered continued employment, or continues
in employment, with the divested Operating Unit (or part thereof) or the
purchaser of the stock or assets of the Operating Unit (or part thereof), as the
case may be, or one of their respective Affiliates (the "Post-Transaction
Employer") on terms and conditions that would not constitute Good Reason and
(ii) the Company (or in the case of a Change in Control under Section 1.5(c)(4),
the purchaser of the Major Division) obtains an agreement from the acquiror of
the stock or assets of the divested Operating Unit (or part thereof),
enforceable by the Participant, to provide or cause the Post-Transaction
Employer to provide severance pay and benefits, if the Participant accepts the
offered employment or continues in employment with the Post-Transaction Employer
or its Affiliates following the Transaction, (A) at least equal to the Severance
Benefit and (B) payable upon a termination of the Participant's employment with
the Post-Transaction Employer and its Affiliates within the period described in
Section 3.1(a) (or such part of it as is then remaining) for any reason other
than Cause, Permanent Disability, the Participant's death or a termination by
the Participant without Good



                                     - 7 -
<PAGE>   8

Reason. For purposes of this Section 3.1(b), the terms Cause, Good Reason and
Permanent Disability shall have the meaning ascribed to them in Sections 1.4,
1.10 and 1.14 respectively, but the term Employer as it is used in those
Sections shall be deemed to refer to the entity employing the Participant after
the Transaction, and the terms Board, Chief Executive Officer and Compensation
Committee as used in those Sections shall be deemed to refer to the individuals
or bodies serving those functions for such employer or, if applicable, the
ultimate parent corporation of such employer.

                  A termination of employment described in this Section 3.1(b),
including (i) and (ii), is herein referred to as an "Excluded Termination." In
the circumstances described in this Section 3.1(b), the Participant shall not be
entitled to receive any Severance Benefit under this Plan whether or not the
Participant accepts the offered employment or continues in employment.

         3.2 AMOUNT OF SEVERANCE BENEFIT. If a Participant's employment is
terminated in circumstances entitling him to a Severance Benefit as provided in
Section 3.1, such Participant shall be entitled to (i) all amounts earned or
accrued by the Participant through the Termination Date but not paid to the
Participant as of the Termination Date, including but not limited to amounts
earned under bonus plans for completed fiscal years and (ii) the following
benefits:

                  (a) the Company shall pay to the Participant, as severance pay
and in lieu of any further salary or bonus for periods subsequent to the
Termination Date (as specified in Section 4.2), for so long as the Participant
is in compliance with the provisions of Article VII, in pro rata installments
throughout the Continuation Period, an amount in cash equal to two (2) times in
the case of a Participant in Classification A, one (1) times in the case of a
Participant in Classification B, or one-half (1/2) times in the case of a
Participant in Classification C, the Participant's Base Salary;

                  (b) for a period of twenty-four (24) months in the case of a
Participant in Classification A, twelve (12) months in the case of a Participant
in Classification B, or six (6) months in the case of a Participant in
Classification C subsequent to the Participant's Termination Date (the
"Continuation Period"), for so long as the Participant is in compliance with the
provisions of Article VII, the Company shall at its expense continue on behalf
of the Participant and his dependents and beneficiaries, the benefits listed on
Schedule B to this Plan which were being provided to the Participant as of the
Termination Date; PROVIDED, HOWEVER, that the benefits provided in this Section
3.2(b) shall be no less favorable to the Participant, in terms of amounts and
deductibles and costs to him, than the coverage provided the Participant under
the plans providing such benefits immediately prior to the Change in Control.
The obligation under this Section 3.2(b) with respect to the foregoing benefits
shall be limited if the Participant obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case the Company



                                     - 8 -
<PAGE>   9

may reduce or eliminate the coverage and benefits it is required to provide the
Participant hereunder as long as the aggregate coverages and benefits of the
combined benefit plans are no less favorable to the Participant than the
coverages and benefits required to be provided hereunder. The Company also shall
pay a lump sum equal to the amount of any additional income tax payable by the
Participant and attributable to the benefits provided under this Section 3.2(b)
at the time such tax is imposed upon the Participant;

                  (c) during the Continuation Period, for so long as the
Participant is in compliance with the provisions of Article VII, the Company
will provide the Participant with a car in the same manner one was provided
immediately prior to the Change in Control;

                  (d) whether or not a Participant's employment is terminated,
as provided in the first clause of this Section 3.2, on the date of the Change
in Control, all stock options and other equity awards granted prior to the
Change in Control to the Participant (or options or awards substituted therefor)
pursuant to the ANC Rental Corporation Stock Option Plan, or any successor or
similar plan, shall be vested. In the event, in connection with a Change in
Control, an option granted under the ANC Rental Corporation 2000 Stock Option
Plan remains outstanding or is substituted or assumed, the option shall remain
exercisable during the Continuation Period; it being understood that if a
Participant does not become entitled to a Severance Benefit as provided in
Section 3.1, any such option shall remain exercisable during the applicable
period referred to in Section 3.1(a), after which it will terminate.

                  (e) for so long as the Participant is in compliance with the
provisions of Article VII, the Company shall reimburse the Participant for
reasonable expenses incurred for outplacement counseling (i) which are
pre-approved by the Company, (ii) which do not exceed 20% of the Participant's
Base Salary, and (iii) which are incurred by the Participant within twelve (12)
months following such termination for Participants in Classification A or B, or
within six (6) months following such termination for Participants in
Classification C.

The Participant shall not be required to mitigate the amount of any payment
provided for in this Plan by seeking other employment or otherwise and no such
payment shall be offset or reduced by the amount of any compensation or benefits
(other than as provided in Section 3.2(b)) provided to the Participant in
connection with any subsequent employment. However, benefits payable under this
Plan to a non-U.S. employee will be reduced by the amount of any
governmentally-mandated benefits payable to such employee.



                                     - 9 -
<PAGE>   10

                                   ARTICLE IV

                            TERMINATION OF EMPLOYMENT

         4.1 WRITTEN NOTICE REQUIRED. Any purported termination of employment,
either by the Employer or by the Participant, shall be communicated by written
Notice of Termination from one to the other.

         4.2 TERMINATION DATE. In the case of the Participant's death, the
Participant's Termination Date shall be his date of death. In all other cases,
the Participant's Termination Date shall be the date specified in the Notice of
Termination subject to the following:

                  (a) If the Participant's employment is terminated by the
Employer for Cause or due to Permanent Disability, the date specified in the
Notice of Termination shall be at least thirty (30) days from the date the
Notice of Termination is given to the Participant; PROVIDED that in the case of
Permanent Disability the Participant shall not have returned to the full-time
performance of his duties during such period of thirty (30) days; and

                  (b) If the Participant terminates his employment for Good
Reason, the date specified in the Notice of Termination shall not be more than
thirty (30) days from the date the Notice of Termination is given to the
Employer.

                                    ARTICLE V

                       ADDITIONAL PAYMENTS BY THE COMPANY

         5.1. EXCISE TAX LIMITATION.

                  (a) Notwithstanding anything contained in this Plan to the
contrary, to the extent that the payments and benefits provided under this Plan
and benefits provided to, or for the benefit of, the Participant under any other
Company plan or agreement (or plans or agreements of a purchaser of a Major
Division) (such payments or benefits are collectively referred to as the
"Payments") would be subject to the excise tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the
Payments shall be reduced (but not below zero) if and to the extent necessary so
that no Payment to be made or benefit to be provided to the Participant shall be
subject to the Excise Tax (such reduced amount is hereinafter referred to as the
"Limited Payment Amount"). Unless the Participant shall have given prior written
notice to the Company specifying a different order in which to effectuate the
foregoing, the Company shall reduce or eliminate the Payments by first




                                     - 10 -
<PAGE>   11

reducing or eliminating the portion of the Payments which are not payable in
cash and then reducing or eliminating cash payments, in each case in reverse
order beginning with payments or benefits which are to be paid the farthest in
time from the Determination (as hereinafter defined). Any notice given by the
Participant pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing the
Participant's rights and entitlements to any benefits or compensation.

                  (b) The determination of whether the Payments shall be reduced
to the Limited Payment Amount pursuant to this Plan and the amount of such
Limited Payment Amount shall be made, at the Company's expense, by an accounting
firm selected by the Company which is one of the five largest accounting firms
in the United States (the "Accounting Firm"). The Accounting Firm shall provide
its determination (the "Determination"), together with detailed supporting
calculations and documentation, to the Company and the Participant within ten
(10) days of the Termination Date, if applicable, or such other time as
requested by the Company or by the Participant (provided the Participant
reasonably believes that any of the Payments may be subject to the Excise Tax)
and, if the Accounting Firm determines that no Excise Tax is payable by the
Participant with respect to the Payments, it shall furnish the Participant with
an opinion reasonably acceptable to the Participant that no Excise Tax will be
imposed with respect to any such Payments. The Determination shall be binding,
final and conclusive upon the Company and the Participant.

                                   ARTICLE VI

                              SUCCESSORS TO COMPANY

         6.1 SUCCESSORS. This Plan shall bind any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, in the same
manner and to the same extent that the Company would be obligated under this
Plan if no succession had taken place. In the case of any transaction in which a
successor would not by the foregoing provision or by operation of law be bound
by this Plan, the Company shall require such successor expressly and
unconditionally to assume and agree to perform the obligations of the Company
and each Employer under this Plan, in the same manner and to the same extent
that the Company and each Employer would be required to perform if no such
succession had taken place. If the successor does not become so bound by the
terms of this Plan, the Company shall not be relieved of its obligations
thereunder.

         6.2 PURCHASE OF A MAJOR DIVISION. If, in connection with the sale of a
Major Division, the purchaser (or any of its affiliates) of the Major Division
agrees to assume the liabilities and obligations under this Plan, contingent and
otherwise, to a Participant,



                                     - 11 -
<PAGE>   12

then such Participant may seek benefits related to those assumed liabilities and
obligations only from the purchaser (and any of its affiliates) and the Company
and its affiliates will have no continuing liabilities or obligations with
respect to such Participant.

                                   ARTICLE VII

                        CONDITIONS TO RECEIVING BENEFITS

         7.1 COVENANTS. A Participant's entitlement to the Severance Benefit
provided above is conditioned upon the Participant's compliance with the
following provisions.

         (a) COVENANT NOT TO COMPETE. The Participant shall not, during the
Continuation Period, within the United States or any foreign jurisdiction in
which the Company has done or plans to do business, provide services as an
employee, director, consultant or independent contractor for, or establish an
ownership interest in, any entity which is engaged in any aspect of the car
rental business, including without limitation the daily or insurance-replacement
car rental business, regardless of whether such entity also engages in other
lines of business. The Participant's ownership of less than five percent of a
publicly-traded corporation will not be deemed to be a violation of this
provision.

         (b) NON-SOLICITATION. The Participant shall not, during the
Continuation Period, directly or indirectly as employee, owner, consultant,
officer, director, advisor or partner, (i) solicit for employment, consulting
arrangement or similar arrangement any employee of the Company or any of its
subsidiaries or affiliates (or the purchaser of a Major Division or any of its
subsidiaries or affiliates) or hire any employee of the Company or any of its
subsidiaries or affiliates (or the purchaser of a Major Division or any of its
subsidiaries or affiliates) or (ii) solicit any client, or any prospective
client with whom Participant became acquainted in the course of the
Participant's employment with the Company, for any purpose.

         (c) CONFIDENTIALITY. The Participant shall not, during the Continuation
Period and thereafter, without the prior written consent of the Company or as
otherwise may be required by laws or legal process, disclose to any person not
employed by the Company, or use in connection with engaging in competition with
the Company, any confidential or proprietary information of the Company. For
purposes of this Plan, the term "confidential or proprietary information" will
include all information of any nature and in any form that is owned by the
Company and that is not publicly available. Confidential or proprietary
information will include, without limitation, the Company's financial matters,
customers, employees, industry contracts, strategic business plans, product
development (or other proprietary product data), marketing plans, and all other
secrets and all other information of a confidential or proprietary nature.




                                     - 12 -
<PAGE>   13

         7.2 RELEASE. A Participant's entitlement to the Severance Benefit is
conditioned upon the Participant executing and delivering on the Termination
Date a Release and Agreement (the "Release") in the form provided in Annex A and
not revoking the Release as provided therein.

                                  ARTICLE VIII

                    DURATION, AMENDMENT AND PLAN TERMINATION

         8.1 DURATION. This Plan shall continue in effect until terminated in
accordance with Section 8.2. If a Change in Control occurs, this Plan shall
continue in full force and effect, and shall not terminate or expire until after
all Participants who have become entitled to a Severance Benefit hereunder shall
have received such payments in full.

         8.2 AMENDMENT AND TERMINATION. From the period beginning on the
Effective Date and ending on the second anniversary thereof, the Plan may not be
amended or modified in a manner that adversely affects the benefits or
protections provided hereunder to any Participant. Following the second
anniversary of the Effective Date and prior to a Change in Control, the Plan may
be amended or modified in any respect, and may be terminated, by resolution
adopted by the Board. From and after the occurrence of a Change in Control, the
Plan may not be amended or modified in any manner that would in any way
adversely affect the benefits or protections provided hereunder to any
individual who is a Participant in the Plan on the date the Change in Control
occurs.

         8.3 FORM OF AMENDMENT. The form of any amendment or termination of the
Plan in accordance with Section 8.2 hereof shall be a written instrument signed
by a duly authorized officer or officers of the Company, certifying that the
amendment or termination has been approved by the Board (or, in the case of the
schedules to the Plan, by the Company's Chief Executive Officer or the
Compensation Committee of the Board).

         8.4 SCHEDULES. The schedules to the Plan constitute part of the Plan,
and, without limiting the generality of other provisions of the Plan, the
amendment or modification thereof shall comply with Section 8.2 hereof (except
that such amendment or modification shall be by action of the Company's Chief
Executive Officer or the Compensation Committee of the Board, rather than by the
Board).





                                     - 13 -
<PAGE>   14

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 LEGAL FEES AND EXPENSES; INDEMNIFICATION.

         (a) The Company shall pay all legal fees and related expenses
(including the costs of experts, evidence and counsel) reasonably and in good
faith incurred by a Participant as they become due as a result of the
Participant seeking to obtain or enforce any right or benefit provided by this
Plan upon or following his termination of employment.

         (b) The Company agrees to fully indemnify each Participant to the
fullest extent permitted by law and by the Company's certificate of
incorporation and by-laws for any liability the Participant may incur by reason
of his employment with the Company and his activities as an officer or director
of the Company and its Affiliates.

         9.2 EMPLOYMENT STATUS. This Plan does not constitute a contract of
employment or impose on any Employer any obligation to retain the Participant as
an employee, to retain the status of a Participant's employment as an executive
(if applicable), or to change any employment policies of any Employer.

         9.3 VALIDITY AND SEVERABILITY. The invalidity or unenforceability of
any provision of the Plan shall not affect the validity or enforceability of any
other provision of the Plan, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction, shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         9.4 SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
provided for in this Plan and otherwise to perform its obligations hereunder
shall not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, defense, recoupment, or other right which the Company may
have against a Participant or others.

         9.5 GOVERNING LAW. The validity, interpretation, construction and
performance of the Plan shall in all respects be governed by the laws of the
State of Florida, except to the extent preempted by ERISA.

         9.6 CHOICE OF FORUM. A Participant shall be entitled to enforce the
provisions of this Plan in any federal court located in the State of Florida, in
addition to any other appropriate forum.




                                     - 14 -
<PAGE>   15
         IN WITNESS WHEREOF, ANC Rental Corporation has caused these presents to
be executed by its duly authorized officer on the 19th day of April, 2001.

                                         ANC RENTAL CORPORATION


                                         By: /s/ Michael S. Egan
                                             -----------------------------------





                                     - 15 -
<PAGE>   16

                   Schedule A -- List of Certain Participants

Classification A                Classification B               Classification C
----------------                ----------------               ----------------

                           Schedule B - List of Plans

Health Plan (Medical, Dental and Vision)

Basic Employer Life Plan

Long-Term Disability Plan

                                     Annex A

                                     Release










                                     - 16 -