EXHIBIT 10.14
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                     AMENDMENT TO DEFERRED COMPENSATION PLAN
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     The  Deferred  Compensation  Plan  adopted  by  Pentastar  Services,  Inc.,
predecessor to Dollar Thrifty  Automotive  Group, Inc. on December 28, 1994 (the
"PLAN") is hereby amended as of September 29, 1998 as follows:

     1.  Section 1.6 of the Plan is hereby deleted in  its entirety and replaced
with the following:

          "1.6  "Change in Control" means:

          (a)  The Employer 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  Employer
          immediately prior to such transaction;

          (b)  The Employer  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 Employer  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;


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          (d) The Employer files a report or proxy statement with the Securities
          and Exchange  Commission  pursuant to the Exchange Act  disclosing  in
          response to Form 8-K or Schedule 14A (or any successor schedule,  form
          or report or item  therein)  that a change in control of the  Employer
          has occurred or will occur in the future pursuant to any then-existing
          contract or transaction; or

          (e) 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 Employer'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  Employer  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) or (d),
          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) or (d) 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,  Schedule 14D-1,
          Form 8-K or Schedule 14A (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, or because the Employer reports that a change in control of
          the Employer  has  occurred or  will occur in the future by  reason of
          such beneficial ownership."

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     2.   The following Sections shall be added to Article 1 of the Plan:

          "1.27  "Board"  or  "Board  of  Directors"  shall  mean  the  Board of
          Directors of the Employer.

          1.28 "Director" shall mean any member of the Board.

          1.29 "Exchange Act" shall mean the Securities  Exchange Act of 1934 as
          it may be amended from time to time.

          1.30 "Subsidiary" or "Subsidiaries" shall mean a corporation,  company
          or other  entity  (i) more  than 50% of whose  outstanding  shares  or
          securities  (representing  the  right  to  vote  for the  election  of
          directors  or other  managing  authority)  are, or (ii) which does not
          have  outstanding  shares  or  securities  (as  may be the  case  in a
          partnership,  joint venture or unincorporated  association),  but more
          than 50% of whose ownership interest  representing the right generally
          to make decisions for such other entity is, now or hereafter, owned or
          controlled, directly or indirectly, by the Employer."

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



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