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                                                                   EXHIBIT 10.28
                                        
                               BUDGET GROUP, INC.
           FORM OF EXECUTIVE AGREEMENT BETWEEN BUDGET GROUP, INC. AND
             EACH OF MICHAEL B. CLAUER, MARK R. SOTIR AND TOM ZORN

                  This Executive Agreement ("Agreement") is dated as of
__________, 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 revoke the
         Release Agreement within 7 days after signing it), (1)


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         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.

                  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 (iii) incentive
                           payments made pursuant to any


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                           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 2 times the sum of (1) Executive's highest annual base salary rate in effect
since March 1, 1999 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 in effect for
three years, the incentive payments and bonuses shall be based on the incentive
payments and bonuses paid to Executive since March 1, 1999); 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 24 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 one (1) current model year luxury vehicle 
         (the "Vehicle") 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 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 Vehicle, 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 Vehicle, 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
                                    ------------------------------------------


                                 MICHAEL B. CLAUER

                                  /s/ Michael B. Clauer      (executed 10/1/98)
                                 ----------------------------------------------
                                

                                 MARK SOTIR

                                  /s/ Mark Sotir              (executed 3/1/99)
                                 ----------------------------------------------
                                

                                 TOM ZORN

                                  /s/ Tom Zorn                (executed 3/5/99)
                                 ----------------------------------------------


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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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<PAGE>   18
        (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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