EXHIBIT 10.16
                                                                   -------------


                  THIRD AMENDMENT TO DEFERRED COMPENSATION PLAN
                  ---------------------------------------------

     The  Deferred  Compensation  Plan  adopted  by  Pentastar  Services,  Inc.,
predecessor to Dollar Thrifty Automotive Group, Inc.  ("DTAG"),  on December 28,
1994, as amended by Amendment to Deferred  Compensation  Plan adopted by DTAG on
September 29, 1998 and Second Amendment to Deferred Compensation Plan adopted by
DTAG on September 23, 1999 ("PLAN") is hereby  amended as of January 14, 2000 as
follows:

     1.  Section 1.23 of the Plan is hereby deleted in its entirety and replaced
with the following:

          "1.23  "Total and  Permanent  Disability"  means  permanent  and total
          disability within the meaning of Section 22(c)(3) of the Code."

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

          "1.31  "Investment  Recommendation  Form"  means  the form used by the
          Administrator  for the  Participant  to recommend  investments  in his
          Account to the Trustee.

          1.32  "Performance  Share Election Form" means the  performance  share
          election form as approved and used by the Administrator."

     3.  Section  3.1 of the Plan is  hereby  amended  by adding  the  following
paragraph at the end of such Section:

          "Each  Participant who is awarded  performance  shares by the Employer
          pursuant to Performance  Share Stock Award  Agreements  shall have the
          right to  elect  to  defer  such  performance  shares  and  have  such
          performance  shares  deposited  into the  Participant's  Account.  The
          Participant may make such election  pursuant to the Performance  Share
          Election Form."

     4.  Section 4.2 of the Plan is hereby  deleted in its entirety and replaced
with the following:


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          "4.2 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."

     5.  The Plan is hereby amended  by  deleting  the  Mutual  Fund  Investment
Preference 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.

     6.  The Plan is  hereby amended  by adding the Performance  Share  Election
Form  regarding the  election of deferred shares  under Performance  Share Stock
Award Agreements attached hereto as ATTACHMENT 2.




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<PAGE>



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


                      DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
                           DEFERRED COMPENSATION PLAN

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

TO:  PLAN ADMINISTRATOR AND TRUSTEE

     Pursuant  to  Section  4.2 of the  Deferred  Compensation  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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<PAGE>


                                  ATTACHMENT 2
                                  ------------

                      DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
                           DEFERRED COMPENSATION PLAN

                                  ELECTION FORM
                     PERFORMANCE SHARE STOCK AWARD AGREEMENT
                     ---------------------------------------


Name: ________________________________________________  Soc.Sec.No.:____________
      (Last)                  (First)         (M.I.)

Address:________________________________________________________________________
        (Street or P.O. Box)   (Apt. No.)  (City)      (State)         (Zip)


1.  ELECTION OF DEFERRED SHARES UNDER PERFORMANCE SHARE STOCK AWARD AGREEMENTS.

    |_|     I irrevocably elect to defer ____% of the Shares awarded to me under
            the  provisions  of  any   present  Performance  Share  Stock  Award
            Agreements  and to have the  Company  deposit  said  Shares  into my
            Account and/or subaccount of my Account under the Trust Agreement of
            December 30, 1994,  as amended,  between the Company and the Trustee
            pursuant to the provisions of said Trust  Agreement and  Performance
            Share Stock Award Agreements.

2.  OTHER MATTERS.

    |_|     I hereby  direct  that the method of  payment of said Shares (or the
            proceeds  therefrom )  and  the  time  when  said  Shares  shall  be
            distributed to me and the beneficiary of said Shares in the event of
            my death shall be as indicated on my Election  Form on file with the
            Company  with  respect to the  Company's  Deferred Compensation Plan
            (the "PLAN") under which I am a Participant.

     Please consult with your tax advisor  regarding the tax consequences of the
Plan  to  you.  Neither  the  sponsor  of the  Plan,  nor  any of the  sponsor's
affiliates  provide  any  assurances  of the  tax  results  of the  Plan  in the
Participant's particular situation or assume any responsibility in this regard.

Employee's
Signature: ________________                   Date: ____________________________

Company Name: ____________________________

Accepted and agreed to by
Employer's Authorized Representative

By: _________________________                 Date: ____________________________


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