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                                                                   EXHIBIT 10.31

                               BUDGET GROUP, INC.
                              EXECUTIVE AGREEMENT

         This Executive Agreement ("Agreement") is dated as of January 1, 2000,
and is entered into by and between [Cohen/Siegel] ("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.

         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 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
                  such assignment 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 such action, 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; (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, excluding changes by
                  Budget with respect to any such benefits which apply to all
                  executives; or (iii) incentive payments made pursuant to any
                  incentive program (which shall be deemed to be reduced

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                  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;

         (3)               The transfer of Executive's job location from the
                  metropolitan Chicago area;

         (4)               A failure of Budget to comply with any of the
                  material provisions of the Employment Letter with Executive or
                  any subsequent or other employment arrangements with
                  Executive, which failure has not been cured within 30 days
                  after written notice from Executive to Budget.

         (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 significant misconduct 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 willful or gross negligent failure
     to perform his assigned duties and/or to fulfill his responsibilities; 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.

         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

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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. If Executive shall disagree
with the Notice of Termination, he may submit the dispute to arbitration in the
manner set forth in paragraph 15 hereafter.

         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
January 1, 2000 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 1,2000); 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

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         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 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

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     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.

         (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 280G(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

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     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
     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 change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A as in effect
on the date hereof, under the Securities Exchange Act of 1934, as amended,
provided that, without limitation, such 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
     by the Budget Group, (2) any acquisition by any employee benefit plan (or
     related trust) sponsored or maintained by the Budget Group or (3) 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

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     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 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

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     reason of any compensation earned by Executive as the result of
     employment by another employer after the Termination Date or otherwise.

         (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. 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.

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         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 in Chicago, Illinois, 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, 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) are determined
     by any court of competent jurisdiction to be invalid by virtue of, or as a
     result of, a judicial proceeding initiated by Executive, 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

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     nearly accomplish the intent of the parties to the extent permitted by
     the applicable law.

         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 ___________________________



                                   EXECUTIVE


                                   ______________________________

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