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                               BUDGET GROUP, INC.
                          FORM OF EXECUTIVE AGREEMENT
                     BETWEEN BUDGET GROUP, INC. AND EACH OF
    SANFORD MILLER, JEFFREY D. CONGDON, ROBERT L. APRATI AND SCOTT R. WHITE



                                                                   EXHIBIT 10.27



         This Executive Agreement ("Agreement") is dated as of October 1, 1998,
and is entered into by and between ____________ ("Executive") and Budget Group,
Inc. ("Budget" or "Company"). Executive and Budget hereby agree to the following
terms and conditions:

         1. Purpose of Agreement. The purpose of this Agreement is to provide
Executive specified benefits in the event of Executive's termination under
certain circumstances. It is believed that the existence of these potential
benefits will benefit Budget by discouraging turnover among executives with
Agreements, as well as causing such executives to be more able to respond to the
possibility of a "Change in Control" (as defined in Section 9) without being
influenced by the potential effect of a Change in Control on their job security.

         2. Other Rights and Obligations. The rights and obligations of
Executive with respect to Executive's employment by Budget shall be whatever
rights and obligations are negotiated between Budget and Executive from time to
time. The existence of this Agreement, which deals only with certain rights and
obligations subsequent to a termination, shall not be treated as raising any
inference with respect to what rights and obligations exist prior to a
termination, or, except as specifically addressed in this Agreement, what rights
and obligations may exist after termination. Further, Executive shall not, at
any time after termination, be obligated to seek other employment in mitigation
of the amounts payable or other benefits provided for under any provision of
this Agreement and the obtaining of any such other employment shall in no event
effect any reduction of Budget's obligation to make the payments and to provide
the benefits required to be made and provided under this Agreement, except to
the extent provided for in Paragraph 7(c)(4).

         3. Benefits Payable Upon Qualifying Termination and Execution of a
Release Agreement.

         (a) Subject to Section 3(b), if a Qualifying Termination (as defined
     in Section 4 below) occurs, the benefits described in Sections 6 and 7,
     shall become payable to Executive. In that event, and notwithstanding
     Section 11, this Agreement shall remain in effect until Executive receives
     the various benefits to which Executive has become entitled under the terms
     of this Agreement. If Executive's employment terminates and such
     termination is not a Qualifying Termination, then this Agreement shall be
     of no further force or effect.

         (b) Notwithstanding any other provision of this Agreement, unless
     Executive executes a Release Agreement (acceptable to Budget and
     substantially in the form set forth in Exhibit I) within 21 days after a
     Qualifying Termination (and does not 

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     revoke the Release Agreement within 7 days after signing it), (1) no
     benefits under Section 6 or Section 7(d), or (f) of this Agreement shall be
     paid or provided under any circumstances, (2) the benefits described in
     Section 7(c) and (e) shall only be paid or provided for 30 days after a
     Qualifying Termination , and (3) this Agreement shall be of no further
     force and effect. Notwithstanding anything in this Agreement to the
     contrary, if Executive fails or refuses to comply with the obligations
     provided for in Sections 2 and 3 of the Release Agreement, or is in
     violation of the representations and warranties provided for in Sections 4,
     5 and 6 of the Release Agreement, Budget's obligations as provided for in
     this Agreement shall immediately cease and terminate.

         (c) Executive terminates Executive's employment for any reason
     whatsoever, including termination due to death or disability, provided that
     the Termination Date occurs within one year after a Change in Control
     occurs, and prior to an involuntary termination by the Company for Cause.

         4. Qualifying Termination. If, during the term of this Agreement,
Executive's employment terminates, such termination shall be considered a
Qualifying Termination if any of the following events occurs:

         (a) If a Change in Control occurs and Executive voluntarily terminates
     employment, for Good Reason, within one year after the event giving rise to
     Good Reason or Executive's employment terminates due to death or disability
     during such one year period. For purposes of this Agreement, "Disability"
     shall be defined in accordance with Budget's long term disability plan and
     "Good Reason" shall mean the occurrence of one of the following events
     without Executive's prior written consent:

          (1)  The assignment to Executive of any duties inconsistent in any
               material respect with Executive's position, authority, duties and
               responsibilities as they existed in their most significant form
               immediately prior to a Change in Control or any other action by
               Budget which results in a material diminution in such position,
               authority, duties and responsibilities as they existed in their
               most significant form immediately prior to a Change in Control,
               excluding for purposes of this paragraph (1), (x) an assignment
               of substantially equivalent position, authority, duties and
               responsibilities; or (y) an isolated, insubstantial and
               inadvertent assignment or action which is remedied by Budget
               promptly after receipt of notice thereof given by Executive;

          (2)  Any reduction in (i) Executive's base salary as it existed
               immediately prior to a Change in Control; (ii) Executive's
               ability to participate in or to receive benefits from (without
               any incremental cost to Executive) incentive plans, employee
               benefit plans, expense reimbursement policies, or other fringe
               benefits as they existed immediately prior to a Change in
               Control, excluding changes by Budget with respect to any such
               benefits which apply to all executives; or 

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               (iii) incentive payments made pursuant to any incentive program
               (which shall be deemed to be reduced if the annual incentive
               payments are less than the average annual incentive paid to
               Executive during the term of this Agreement); provided that, (x)
               an isolated, insubstantial and inadvertent reduction in an
               element of Executive's total compensation which is promptly
               remedied after notice by Executive shall not be deemed a
               violation of this paragraph (2), and (y) a reduction in one
               element of Executive's total compensation shall not be deemed a
               violation of this paragraph (2) if a counterbalancing increase in
               another element of Executive's total compensation simultaneously
               occurs;

         (b) Executive is involuntarily terminated without "Cause" during the
     term of this Agreement. For purposes of this Section, "Cause" shall mean
     (1) an act or acts of dishonesty by Executive in connection with
     Executive's employment; (2) any conduct with or against another employee,
     customer or other person, including conduct involving moral turpitude,
     which causes or is likely to cause Budget embarrassment, liability or
     damage; or (3) Executive's repeated failure to perform Executive's duties
     or to perform in accordance with direction received from a senior ranking
     officer of Budget; or

         (c) Executive terminates Executive's employment for any reason
     whatsoever, including termination due to death or disability, provided that
     the Termination Date occurs within one year after a Change in Control
     occurs, and prior to an involuntary termination by the Company for Cause.

         5. Notice of Termination. Any termination by Executive for Good Reason,
by Budget for Cause, or by Executive without any reason following a Change in
Control (other than termination due to Executive's death or disability) shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Section 16. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so indicated
and (iii) if the date of termination ("Termination Date") is other than the date
of receipt of such notice, specifies the Termination Date. The Termination Date
shall be the date of receipt of the Notice or such later date specified in the
Notice, which shall not be later than 90 days after the giving of such Notice.
The failure by Executive or Budget to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of Executive or Budget hereunder or preclude Executive
or Budget from asserting such fact or circumstance in enforcing Executive's or
Budget's rights hereunder.


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         6. Severance Payment. Subject to Section 3(b), in the event of a
Qualifying Termination, Budget shall pay Executive an amount equal to 3 times
the sum of (1) Executive's highest annual base salary rate in effect since
October 1, 1998 plus (2) the greater of i) annual average incentive payments and
bonuses (including those that are performance based, discretionary or otherwise,
but excluding those paid under any long-term incentive and stock option plans)
paid to Executive during the three years preceding the Termination Date
(provided that, if this Agreement has not been effect for three years, the
incentive payments and bonuses shall be based on the incentive payments and
bonuses paid to Executive since January 1, 1998); and ii) the Executive's annual
target bonus or incentive opportunity established for the year in which the
Executive's Termination Date occurs. The amounts due hereunder ("Severance
Payment") shall be paid in cash to Executive in a single lump sum (less
applicable payroll deductions) within 30 days of the Termination Date, and shall
be in lieu of any other severance payment that Executive might otherwise be
entitled to from Budget under the terms of any other severance pay arrangement
or employment agreement.

         7. Other Benefits. Subject to Section 3(b), in the event of a
Qualifying Termination, Executive shall be entitled to:

         (a) Receive Executive's base salary and a pro rata portion of
     Executive's target bonus through the Termination Date, less applicable
     payroll deductions.

         (b) Receive any unused vacation and holiday pay through the
     Termination Date, less applicable payroll deductions.

         (c) (1) Except as provided by law (including any nondiscrimination
     rules) or by the relevant insurance carrier (after reasonable efforts by
     the Company to provide coverage), continue Executive's participation (and,
     where applicable, participation of Executive's eligible dependents) in the
     medical, dental, life and disability insurance benefit programs of Budget
     which had been made available to Executive before the Qualifying
     Termination. This ability to participate shall continue for a period of 36
     months after the Termination Date ("Completion Date"); if Executive dies
     prior to the Completion Date, Executive's dependents, where applicable, may
     continue participation until the Completion Date. In order to so
     participate, Executive (or dependents, where applicable) shall pay to
     Budget (with grace periods analogous to COBRA) the employee portion of the
     cost of such benefits (such portion to be determined in the same manner as
     for any other executive participants). Thereafter, Executive (or
     Executive's dependents, where applicable) shall be entitled to elect COBRA
     coverage.

          (2) If the law or the insurance carrier prevents Executive from
          participating in a program described in this clause (c), Budget shall
          make monthly cash payments to

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          Executive (or Executive's dependents, where applicable) equal to 102%
          of the entire monthly premium (excluding the employee portion)
          applicable to such program until the Completion Date. Executive (or
          Executive's dependents, where applicable) shall be permitted to elect
          COBRA coverage for such program (if allowed under the program).


          (3) When coverage under each applicable plan expires, Executive (or
          Executive's dependents, where applicable) shall retain the right to
          purchase individual conversion policies with respect to any or all of
          the benefits provided under said benefit plans to the maximum extent
          permitted by law or by the group insurance policies providing such
          benefits.

          (4) Notwithstanding anything contained herein to the contrary, the
          benefits provided for in this subparagraph (c), shall cease prior to
          the Completion Date in the event Executive has available substantially
          similar benefits at a comparable cost from a subsequent employer.

          (d) Receive contributions under the Budget Defined Contribution
     Retirement Plan and Budget SavingsPlus (401(k)) Plan (the "Retirement
     Plans") if required by the terms for the year in which the Qualifying
     Termination occurs. In addition, to the extent any contributions to the
     Retirement Plans are not made on behalf of Executive, but would have been
     made had Executive remained employed until and including the Completion
     Date and made the maximum Section 401(k) contributions under the Plan,
     Budget shall pay directly to Executive cash in an amount and at the times
     consistent with contributions made for other employees of Budget and in
     accordance with the guidelines of the Retirement Plans. Other than the
     foregoing, Executive is entitled to no other contribution on Executive's
     behalf by Budget to any Budget pension or other retirement plan.

          (e) Use of two (2) current model year luxury vehicles (the "Vehicles")
     through the earlier of the Completion Date or Executive's death; if
     Executive dies prior to the Completion Date, Executive's spouse, if any,
     may continue to use one such Vehicle through the Completion Date. During
     such period, Budget shall (1) provide Executive with collision (with no
     deductible if the accident is not the fault of Executive and with a $250
     deductible if the accident is the fault of Executive) and comprehensive
     automobile coverage during the time Executive has the Vehicles, as well as
     primary automobile liability coverage in the amount of $50,000 bodily
     injury per person, $100,000 bodily injury per accident and $25,000 property
     damage per accident, and (2) pay for reasonable maintenance costs incurred
     by Executive with respect to the Vehicles, including but not limited to
     periodic oil changes.

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          (f) Receive professional outplacement services, which services shall
     be provided by a vendor of Budget's choice.

In the event of Executive's death, any cash payments due hereunder shall be made
to the beneficiary or beneficiaries so designated by Executive in a writing
delivered to the Secretary of Budget. If no such beneficiary has been so
designated, or if no designated beneficiary is in existence at the date of
Executive's death, payment shall be made to Executive's surviving spouse, if
any, or to Executive's estate if Executive has no surviving spouse.

         8. Gross Up Provision.

          (a) If any payment or benefit received or to be received by Executive
     in connection with a Change in Control of Budget or the termination of
     Executive's employment (whether payable pursuant to the terms of this
     Agreement, a stock option plan or any other plan or arrangement with Budget
     or with any person whose actions result in a Change in Control of Budget or
     with any person affiliated with Budget or such person (together with the
     Severance Payment, the "total payments") will be subject to the excise tax
     imposed by Section 4999 of the Code, Budget will pay to Executive, within
     30 days of any payments giving rise to the excise tax, an additional amount
     (the "gross up payment") such that the net amount retained by Executive,
     after deduction of any excise tax on the total payments and any federal and
     state and local income and employment tax and excise tax on the gross up
     payment provided for in this section, will equal the total payments.

          (b) For purposes of determining the amount of the gross-up payment,
     Executive will be deemed to pay federal income taxes at the highest
     marginal rate of federal income taxation in the calendar year that the
     payment is to be made, and state and local income taxes at the highest
     marginal rate of taxation in the state and locality of Executive's
     residence on the date of termination or the date that excise tax is
     withheld by Budget, net of the maximum reduction in federal income taxes
     that could be obtained by deducting such state and local taxes.

          (c) For purposes of determining whether any of the total payments
     would not be deductible by Budget and would be subject to the excise tax,
     and the amount of such excise tax, (1) total payments will be treated as
     "parachute payments" within the meaning of Section 380G(b)(2) of the Code,
     and all parachute payments in excess of the base amount within the meaning
     of Section 280G(b)(3) will be treated as subject to the excise tax unless,
     in the opinion of tax counsel selected by Budget's independent auditors
     prior to the Change in Control and acceptable to Executive, such total
     payments (in whole or in part) are not parachute payments, or such
     parachute payments in excess of the base amount (in whole or in part) are
     otherwise not subject to the excise tax, and (2) the value of any non-cash
     benefits or any deferred payment will be determined by Budget's 

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     independent auditors in accordance with Sections 280B(d)(3) and (4) of the
     Code.

          (d) If the excise tax is subsequently determined to be less than the
     amount originally taken into account hereunder, Executive will repay to
     Budget, when such reduction in excise tax is finally determined, the
     portion of the gross-up payment attributable to such reduction plus
     interest on the repayment at the rate provided in Section 1274(b)(2)(B) of
     the Code. If the excise tax is determined to exceed the amount originally
     taken into account hereunder (including by reason of any payment the
     existence or amount of which cannot be determined at the time of the
     gross-up payment), Budget will make an additional gross-up payment in
     respect of such excess (plus any interest payable with respect to such
     excess) when such excess is finally determined.

         9. Change in Control. For the purpose of this Agreement, a "Change in
Control" shall mean:


          (a) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange of Act
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     30% or more of either (1) the then outstanding shares of common stock of
     Budget (the "Outstanding Budget Common Stock") or (2) the combined voting
     power of then outstanding voting securities of Budget entitled to vote
     generally in the election of directors (the "Outstanding Budget Voting
     Securities"); provided, however, that the following acquisitions shall not
     constitute a Change in Control: (1) any acquisition directly from Budget or
     a corporation controlled by Budget (the "Budget Group"), except that an
     acquisition by virtue of the exercise of a conversion privilege shall not
     be considered to be a Change in Control within this paragraph unless the
     converted security was itself acquired directly from the Budget Group, (2)
     any acquisition by the Budget Group, (3) any acquisition by any employee
     benefit plan (or related trust) sponsored or maintained by the Budget Group
     or (4) any acquisition by any corporation pursuant to a reorganization,
     merger or consolidation, if, following such reorganization, merger or
     consolidation, the conditions described in paragraphs (1) and (2) of
     subsection (c) of this Section 9 are satisfied; or

          (b) Individuals who, as of the date hereof, constitute the Board of
     Budget (the "Incumbent Board") cease for any reason to constitute at least
     a majority of the Board; provided, however, that any individual who becomes
     a director subsequent to the date hereof whose election, or nomination for
     election by Budget's shareholders, was approved by a vote of at least a
     majority of the directors of the Incumbent Board (including Board members
     previously elected pursuant to this proviso) shall be considered as though
     such individual were a member of the Incumbent Board; but excluding, for
     this purpose, any such individual whose 

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     initial assumption of office occurs as a result of either an actual or
     threatened election contest (as such terms are used in Rule 14a-11 of
     Regulation 14A promulgated under the Exchange Act) or other actual or
     threatened solicitation of proxies or consent by or on behalf of a Person
     other than the Board; or

          (c) Approval by the shareholders of Budget of a reorganization, merger
     or consolidation (a "transaction"), unless, following such transaction in
     each case, (1) more than 80% of, respectively, the then outstanding shares
     of common stock of the corporation resulting from such transaction and the
     combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the Outstanding Budget Common Stock and Outstanding Budget Voting
     Securities immediately prior to such transaction and (2) no Person
     (excluding the Budget Group, any employee benefit plan (or related trust)
     of Budget Group and any Person beneficially owning, immediately prior to
     such transaction, directly or indirectly, 20% or more of the Outstanding
     Budget Common Stock or Outstanding Budget Voting Securities, as the case
     may be) beneficially owns, directly or indirectly, 20% or more of,
     respectively, the then outstanding shares of common stock of the
     corporation resulting from such transaction or the combining voting power
     of the then outstanding voting securities of such corporation entitled to
     vote generally in the election of directors; or

          (d) Approval by the shareholders of Budget of (1) a complete
     liquidation or dissolution of Budget or (2) the sale or other disposition
     of all or substantially all of the assets of Budget, unless such assets are
     sold to a corporation and following such sale or other disposition, the
     conditions described in paragraphs (1) and (2) of subsection (c) of this
     Section 9 are satisfied.

         10. Waiver of Invalidity; No Offset.

          (a) Inasmuch as the injury caused to Executive in the event
     Executive's employment is terminated is difficult or incapable of accurate
     estimation at the date of this Agreement, the amounts provided to be paid
     hereunder are intended to be severance compensation and not a penalty, and
     therefore constitute a good faith forecast of the harm which might be
     expected to be caused to Executive. Accordingly, Budget waives any right to
     assert against Executive the invalidity of any payment hereunder by reason
     of Executive's failure to seek other employment or otherwise, and to reduce
     the amount of any payment hereunder by reason of any compensation earned by
     Executive as the result of employment by another employer after the
     Termination Date or otherwise.

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                  (b) Budget's obligation to make the payments provided for in
         this Agreement and otherwise to perform its obligations hereunder shall
         not be affected by any set-off, counterclaim, recoupment, defense or
         other claim, right or action which Budget may have against Executive or
         others.

         11. Term of Agreement. This Agreement shall be effective from the date
hereof through September 30, 2002 and may not be amended or terminated during
such period except pursuant to an instrument in writing executed by all of the
parties hereto. The Board of Directors of Budget may, in its sole discretion and
for any reason, provide written notice of termination (or amendment), effective
as of the then applicable expiration date, to Executive no later than six (6)
months before the expiration date of this Agreement. If written notice is not so
provided, this Agreement shall be automatically extended for an additional
twelve months past the applicable expiration date. This Agreement shall continue
to be automatically extended for an additional twelve months at the end of such
twelve month period and each subsequent twelve month period unless notice is
given in the manner described in this Section. Notwithstanding the preceding
sentences of this Agreement, this Agreement shall automatically be extended past
an otherwise applicable expiration date if a Change in Control, or an event
giving rise to Good Reason, has occurred within twelve (12) months prior to such
expiration date. The extension referred to in the preceding sentence shall be
for one year after the Change in Control, or an event giving rise to Good
Reason. For purposes hereof, the "expiration date" shall be the last effective
date of this Agreement, after having given effect to all of the extension
provisions of this Section.

         12. Successors. The rights and obligations of Budget under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of Budget.

         13. Governing Law. Except to the extent that federal law is applicable,
this Agreement is made and entered into in the State of Florida, and the
substantive laws of Florida, without regard to conflict of law provisions, shall
govern its validity and interpretation in the performance by the parties hereto
of their respective duties and obligations hereunder.

         14. Entire Agreement. Except as provided in a written benefit plan of
Budget, this Agreement (and the Release Agreement) constitute the entire
agreement between the parties respecting the benefits due Executive (and the
obligations of Executive) in the event of a Qualifying Termination, and there
are no representations, warranties or commitments, other than those set forth
herein, which relate to such benefits. This is an integrated agreement. No
provision of this Agreement may be amended or waived except by written agreement
signed by the parties.

         15. Arbitration. Any and all controversies, claims or disputes arising
out of or in any way relating to this Agreement shall be resolved by final and
binding arbitration before a single 

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arbitrator licensed to practice law and in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA"). The
arbitration shall be commenced by filing a demand for arbitration, along with a
statement of claim setting forth the specifics of the claim sought to be
arbitrated, with the AAA within sixty (60) days after the occurrence of the
facts giving rise to any such controversy, claim or dispute. The arbitrator
shall decide all issues relating to arbitrability. If the arbitrator determines
that (x) Budget has breached this Agreement or (y) Budget was unjustified in
failing to make the payments required under this Agreement to Executive, Budget
shall pay to Executive, Executive's costs and expenses, including attorneys'
fees, associated with any such arbitration proceeding and, as liquidated damages
and not as a penalty, an additional amount equal to 10% of the amount involved
in the arbitration with respect to this Agreement.

         16. Notices. Any notice or communications required or permitted to be
given to the parties hereto shall be delivered personally or be sent by United
States registered or certified mail, postage prepaid and return receipt
requested, and addressed or delivered to the last known address of Budget or
Executive, as appropriate, or to such other address as either party may direct
by notice to the other pursuant to this section.

         17. Captions. The captions of this Agreement are inserted for
convenience and do not constitute a part hereof.

         18. Severability.

          (a) The parties agree that Section 3(b) of this Agreement and Sections
     2 through 6 of the Release Agreement are a material part of this Agreement.
     The parties believe that all provisions of this Agreement (including
     Section 3(b)) and the Release Agreement (if executed and not revoked within
     7 days after execution) are legal, binding and fully enforceable.

          (b) If Section 3(b) of this Agreement or Section 2, 3, 4, 5 or 6 of
     the Release Agreement (or any material part thereof) is invalid, then this
     Agreement and the Release Agreement shall be null and void.

          (c) Subject to subsection (b) above, in case any one or more of the
     provisions contained in this Agreement shall for any reason be held to be
     invalid, illegal or unenforceable in any respect, such invalidity,
     illegality or unenforceability shall not affect any other provision of this
     Agreement, but this Agreement shall be construed as if such invalid,
     illegal or unenforceable provision had never been contained herein and
     there shall be deemed substituted such other provision as will most nearly
     accomplish the intent of the parties to the extent permitted by the
     applicable law.


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         19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.

         IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first written above.

                                BUDGET GROUP, INC.

                                By /s/ Sanford Miller
                                  ----------------------------

                                EXECUTIVE

                                /s/ Jeffrey D. Congdon
                                ------------------------------

                                /s/ Robert L. Aprati
                                ------------------------------

                                /s/ Scott R. White
                                ------------------------------

                                BUDGET GROUP, INC.

                                /s/ Robert L. Aprati
                                ------------------------------

                                EXECUTIVE

                                /s/ Sanford Miller
                                ------------------------------


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                                                                       EXHIBIT I

                               RELEASE AGREEMENT

THIS RELEASE AGREEMENT (hereinafter "Agreement") is made and entered into by 
and between __________________ ("Executive") and Budget Group, Inc. ("Budget"), 
and shall be effective as of the date of its execution.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby 
acknowledged, the parties hereby agree as follows:

         1.  That Budget shall, in full discharge of any and all of its
             obligations to Executive, pay to Executive the benefits set forth
             in the executive agreement between Budget and Executive ("Executive
             Agreement").

         2.  That in consideration for entering into this Agreement, and for the
             monies and benefits described in Section 1 above, Executive:

             (a)  Except as specifically provided in Sections 7(b) and 7(d) of
                  the Executive Agreement, waives any right to vacation and/or
                  holiday pay and, in addition, waives any right to incentive
                  compensation, including without limitation incentive
                  compensation under the Annual and the Long Term Incentive
                  Plans.

             (b)  Agrees to cooperate fully with Budget to assure a smooth
                  transition of responsibilities and projects and to otherwise
                  provide Budget with his full and complete cooperation and
                  assistance for one year after the Termination Date. Such
                  cooperation and assistance shall be provided by Executive at
                  his reasonable convenience and shall not require more than
                  three (3) consecutive days, or more than ten (10) cumulative
                  days, without payment by Budget of some form of reasonable
                  compensation to Executive and/or Executive's future employer
                  for such excess time; provided, however, that such cooperation
                  and assistance may be obtained by subpoena served upon
                  Executive if such a subpoena is required or deemed necessary
                  by Budget as a result of the actions of any future employer of
                  Executive. Executive shall cooperate and assist Budget by
                  providing and communicating to, or for the benefit of, the
                  senior management of Budget or their designated
                  representatives, any and all knowledge or information acquired
                  by Executive during, or as a result of, his employment with
                  Budget. Such cooperation and assistance shall include, without
                  limitation, the provision of any such information 


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             or knowledge to Budget's accountants or attorneys in preparation of
             or during the course of any audit process or legal procedure in
             which Budget may be, or may become, involved. Any travel, lodging
             and out-of-pocket expenses incurred by Executive in fulfilling this
             obligation shall be reimbursed to Executive by Budget upon
             Executive's submission to Budget of an expense report and receipts,
             as appropriate.

         (c) Agrees that, during the period from the date of this Agreement 
             through the Completion Date, he will not, without the prior written
             consent of Budget, make or cause to be made any oral or written
             statements to any person, firm, corporation, or governmental or
             other entity which reflect negatively on Budget or on its
             directors, officers, employees, affiliates and related companies,
             or which could reasonably be understood to be detrimental to the
             business interests of Budget or to its directors, officers
             employees, affiliates and related companies.

         (d) Agrees to make the Vehicles available for periodic inspection 
             and/or replacement as Budget may request from time to time and to
             return such Vehicles or any replacement Vehicles to Budget on or
             before the Completion Date; provided, however, that if Executive
             relocates to another city, Budget will reasonably cooperate with
             Executive in allowing the inspection, replacement, and/or return of
             the Vehicles to take place at the nearest Budget owned and operated
             rental location.

         (e) Agrees that all other perquisites that had been available to him 
             as a member of Budget senior management, including but not limited
             to social and professional memberships and gasoline and parking
             reimbursement, shall terminate as of the Termination Date.
             Notwithstanding the foregoing, Executive may continue to use, at
             his sole cost and expense, the mobile phones currently in the
             Vehicles.

         (f) Agrees to refrain, at any time and in any manner, from disclosing 
             any trade secret of Budget or other confidential and proprietary
             business information and material respecting Budget's business of
             which Executive has knowledge, where such trade secret or other
             confidential and proprietary business information and material was
             gained from the files or business operations of Budget or from
             Executive otherwise giving

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              assistance to another, where such disclosure or assistance could
              be prejudicial to Budget or its business, or is in any way related
              to any controversy and/or litigation in which Budget is or may
              become involved. Notwithstanding the foregoing, Executive may
              comply with a court order or subpoena compelling such disclosure
              or assistance.

         (g)  Agrees to deliver to Budget, at the time of the execution of
              this Agreement, all documents and materials that relate to Budget,
              in Executive's possession, custody, or control; provided, however,
              that Executive may keep all documents concerning Budget's
              insurance plans, all documents concerning his receipt of wages and
              benefits while employed at Budget, and any documents Budget agrees
              at its discretion he may keep.

         (h)  Agrees that the terms and conditions of this Agreement are,
              collectively and individually, totally confidential and shall
              forever be kept totally confidential and shall not in any manner
              or for any reason be disclosed by Executive without the express
              prior written consent of Budget, except (x) to members of his
              family, his attorneys, and his accountants on a "need to know"
              basis, (y) to the Internal Revenue Service, and (z) to anyone
              pursuant to a court order or subpoena compelling such disclosure.
              This Agreement may be introduced in any proceeding to enforce the
              Agreement. Such introduction shall be pursuant to an appropriate
              order of confidentiality consistent with the terms of this Section
              2(h). If disclosure of this Agreement is compelled pursuant to
              service of a subpoena on Executive, then Executive shall
              immediately provide written notice to Budget and shall not make
              any such disclosure for ten (10) business days in order to give
              Budget an opportunity to seek an appropriate protective order,
              unless disclosure is required sooner than ten (10) business days
              by court order, rule, or regulation, in which case disclosure will
              not be made by Executive before the time required by such court
              order, rule, or regulation.

3.  In further consideration of the payments and benefits provided in this 
Agreement, and for other valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, Executive hereby knowingly, voluntarily, and 
willingly releases, discharges, and covenants not to sue Budget and its 
affiliated and related companies, past and present, as well as each

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               of their directors, officers, employees, shareholders, 
               representatives, attorneys, agents, insurers, assigns, and 
               successors, past and present (collectively hereinafter 
               referred to as the "RELEASEES"), from and with respect to any 
               and all accounts, actions, contracts, agreements, obligations, 
               causes of action and claims whatsoever, whether known or 
               unknown, suspected or unsuspected, in law or in equity, which 
               Executive, and his heirs, executors, administrators, 
               successors, assigns, dependents, descendants, and attorneys 
               ever had, now have, or hereafter can, shall, or may have 
               against the RELEASEES, for, upon, or by reason of any matter, 
               cause, or thing whatsoever from the beginning of the world to 
               the date of this Agreement, including without limitation any 
               and all claims (a) arising out of or in any way related to 
               Executive's employment with Budget or his separation from 
               Budget; (b) arising out of or in any way related to any claims 
               for race, national origin, age, sex, religious, disability, or 
               other form of employment discrimination, including without 
               limitation any claims under Title VII of the Civil Rights Act 
               of 1964, as amended, the Age Discrimination in Employment Act, 
               as amended, the Americans with Disabilities Act of 1990, the 
               Employee Retirement Income Security Act of 1974, as amended, 
               the Family and Medical Leave Act of 1993, the National Labor 
               Relations Act, as amended, and the Illinois Human Rights Act, 
               or any other federal, state or local law, statute, ordinance, 
               or administrative regulation; or (c) for severance pay, bonus, 
               commission, sick leave, holiday pay, vacation pay, life 
               insurance, disability, health or medical insurance, or any 
               other fringe benefits; provided however, that nothing in this 
               Section will affect any rights provided for in this Agreement.

            4. Executive represents and warrants that he has not filed or 
               caused to be filed any complaints, charges or lawsuits with 
               any court or government agency relating to his employment with 
               Budget or his separation from Budget or to any claims being 
               released by him in this Agreement, and that he will not file 
               or authorize or cause to be filed on his behalf any such 
               complaints, charges, or lawsuits at any time hereafter 
               relating to his employment with Budget or his separation from 
               Budget or to any claims being released by him in this 
               Agreement.

            5. Executive represents and warrants that he has not assigned or 
               transferred to any person not a party to this Agreement any 
               claim being released by this Agreement, or any part or portion 
               of such claim, and that he shall defend, indemnify, and hold 
               harmless Budget from and against any claim (including the 
               payment of attorneys' fees and costs actually incurred


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<PAGE>   16
              whether or not litigation is commenced) based on or in connection
              with or arising out of any such assignment or transfer.

          6.  Executive represents and warrants that during his employment with
              Budget, he has not engaged in any conduct which may be reasonably
              construed as "Cause" pursuant to the provisions of paragraph 4(b)
              of the Executive Agreement.

          7.  Notwithstanding anything in this Agreement to the contrary, if
              Executive fails or refuses to comply with his obligations as
              provided for in Sections 2 and 3 of this Agreement, or violates
              any of his representations and warranties as provided for in
              Sections 4, 5, and 6 of this Agreement, Budget's obligations as
              provided for in this Agreement and the Executive Agreement
              shall immediately cease and terminate.

          8.  This Agreement shall be interpreted, construed, and enforced under
              the substantive laws of the State of Florida, without regard to
              conflict of law provisions.

          9.  Executive and Budget expressly agree that, except to the extent
              this Agreement imposes obligations upon the parties, this
              Agreement shall never, at any time, for any purpose whatsoever, be
              considered as an admission of liability or responsibility of the
              parties.

         10.  Any and all controversies, claims or disputes arising out of or in
              any way relating to this Agreement shall be resolved by final and
              binding arbitration before a single arbitrator licensed to
              practice law and in accordance with the Commercial Arbitration
              Rules of the American Arbitration Association (the "AAA"). The
              arbitration shall be commenced by filing a demand for arbitration
              with the AAA within sixty (60) days after the occurrence of the
              facts giving rise to any such controversy, claim or dispute. The
              arbitrator shall decide all issues relating to arbitrability. If
              the arbitrator determines that Budget has breached this Agreement
              Budget shall pay to Executive, his costs and expenses, including
              attorney's fees, associated with any such arbitration proceedings,
              and, as liquidated damages and not as a penalty, an additional
              amount equal to 10% of the amount involved in the arbitration with
              respect to this Agreement.

         11.  (a)  The parties agree that Section 3(b) of the Executive
              Agreement and Sections 2 through 6 of the Release Agreement are a
              material part of this Agreement. The parties believe that all
              provisions of the Executive Agreement (including Section 3(b)) and
              the Release Agreement are legal, binding and fully enforceable.

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<PAGE>   17
              (b)  If Section 3(b) of the Executive Agreement or Section 2, 3, 
                   4, 5 or 6 of the Release Agreement (or any material part 
                   thereof) is invalid, then this Release Agreement and the 
                   Executive Agreement shall be null and void.
              (c)  Subject to subsection (b) above, in case  any one or more of 
                   the provisions contained in this Agreement shall for any 
                   reason be held to be invalid, illegal or enforceable in other
                   respect, such invalidity, illegality or unenforceability 
                   shall not affect any other provision of this Agreement, but 
                   this Agreement shall be construed as if such invalid, 
                   illegal or unenforceable provision had never been contained 
                   herein and there shall be deemed substituted for such other 
                   provision as will most nearly accomplish the intent of the 
                   parties to the extent permitted by the applicable law.

         12.  Except as provided in a written benefit plan of Budget, this 
              Agreement (and the Executive Agrement) constitute the entire 
              agreement between the parties respecting the benefits due 
              Executive, and obligations of Executive, in the event of a 
              Qualifying Termination, and there are not representations, 
              warranties or commitments, other than those set forth herein, 
              which relate to such benefits. This is an integrated agreement. 
              No provision of this Agreement may be amended or waived except by 
              written agreement signed by the parties.

         13.  This Agreement may be executed in counterparts, and each 
              counterpart, when executed, shall have the effect of a signed 
              original. Photograhic copies of such signed counterparts may be 
              used in lieu of the original for any purpose. 

         14.  EXECUTIVE EXPRESSLY AGREES THAT HE HAS CAREFULLY READ THIS 
              AGREEMENT, HAS BEEN PROVIDED WITH THE OPPORTUNITY TO CONSULT WITH 
              AN ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT, AND FULLY 
              UNDERSTANDS THE FINAL AND BINDING EFFECT OF THE TERMS AND 
              PROVISIONS CONTAINED IN THIS AGREEMENT. FURTHER, EXECUTIVE 
              REPRESENTS AND AGREES THAT THE ONLY PROMISES MADE TO HIM ARE THOSE
              STATED ABOVE AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT 
              VOLUNTARILY AND WITHOUT PRESSURE OR COERCION BY BUDGET OR ITS 
              OFFICERS, AGENTS, EXECUTIVES, DIRECTORS, OR ANYONE ELSE ACTING 
              ON THEIR BEHALF. 

          15. SPECIAL NOTICE TO EXECUTIVE (AS REQUIRED BY LAW FOR EXECUTIVES 
              AGED 40 AND OLDER):

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        (a)   You should consult with an attorney prior to signing this 
              Agreement and regarding your release of claims as provided in 
              this Agreement.

        (b)   You were given a copy of this Agreement and you represent that 
              you have been given a period of twenty-one (21) days (or 
              forty-five (45) days if part of a group termination) after 
              receipt of the initial copy of this Agreement to consider the 
              terms of this Agreement before you sign it, and that you elect 
              to execute this Agreement on this date.

        (c)   You are entitled, within 7 days after you sign this Agreement, to 
              revoke the release and discharge provided for in Section 3 above 
              as it relates to any claim you may have under the Age 
              Discrimination in Employment Act, as amended and the Agreement 
              will not become effective or enforceable until the revocation 
              period has expired; provided, however, that such revocation will 
              cancel this Agreement and the Executive Agreement in their 
              entirety.

     16.  Capitalized terms not defined herein shall be defined in accordance 
          with the Executive Agreement.

     IN WITNESS WHEREOF, the parties, intending to be legally bound, have 
executed this Agreement as of the date set forth herein.

BUDGET GROUP, INC.                          EXECUTIVE



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Date:                                       Date:
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