EXHIBIT 10.18
                                                                   -------------


                       SECOND 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 ("PLAN") is  hereby  amended as of January
14, 2000 as follows:

     1. Section 1.24 of the Plan is hereby deleted in its entirety  and replaced
with the following:

        "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."

     2. Section  6.4(b) of the Plan is hereby amended by deleting the references
to "20 years" in the  first and second lines of such  Section and replacing them
with "10 years".

     3. All  references  in the  Plan to  the term "Change of Control"  shall be
deleted in their entirety and replaced with "Change in Control".

     4. The Plan is hereby  amended  by  deleting the  Investment Recommendation
Form  for  Participants currently used in  its entirety  and replacing  it  with
the Investment Recommendation Form attached  hereto  as ATTACHMENT 1. Investment
recommendations made by Participants prior to the date this Amendment is adopted
by DTAG shall  remain in effect until  changed by the Participant.



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<PAGE>


                                  ATTACHMENT 1
                                  ------------

                      DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
                                 RETIREMENT PLAN

                         INVESTMENT RECOMMENDATION FORM
                         ------------------------------

TO:     PLAN ADMINISTRATOR AND TRUSTEE

        Pursuant  to  Section  5.2 of the  Retirement  Plan,  I hereby recommend
that my Account be invested as follows, and I understand that I may make further
recommendations  as of March 31,  June 30,  October 31, and  December 31 of each
calendar year.


                                                     PERCENTAGE
                                                     ALLOCATION

*SEI PRIME OBLIGATION                                           %
                                                      ----------

*SEI BOND INDEX                                                 %
                                                     -----------

*SEI S&P 500 INDEX                                              %
                                                     -----------

*TEMPLETON FOREIGN                                              %
                                                     -----------

*FIDELITY ADVISOR BALANCED                                      %
                                                     -----------

*NEUBERGER & BERMAN GENESIS
TRUST                                                           %
                                                     -----------

*DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC. COMMON STOCK (NOT
ANTICIPATED AVAILABLE UNTIL
MARCH 1, 2000)                                                  %
                                                     -----------

                                                          100   %TOTAL
                                                     -----------


-----------------------------------              -------------------------------
Participant Name                                 Company Name

-----------------------------------
Date:


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