ANC RENTAL CORP
KEY EMPLOYEE RETENTION PLAN & AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>20
<FILENAME>g76047ex10-13.txt
<DESCRIPTION>KEY EMPLOYEE RETENTION PLAN & AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.13

                             ANC RENTAL CORPORATION
                    KEY EMPLOYEE RETENTION PLAN AND AGREEMENT

         This Plan and Agreement (the "Agreement") is made between ANC Rental
Corporation (the "Company") and ___________________________ (the "Participant",
and together with all other participants who have entered into an ANC Rental
Corporation Key Employee Retention Plan and Agreement, the "Participants").

1)       PURPOSE. The purpose of the ANC Rental Corporation Key Employee
         Retention Plan and Agreement (the "Plan") is to retain certain
         employees key to the near-term success of the Company (i) by providing
         a financial incentive for the Participants to remain as employees of
         the Company and participate in achieving the Company's success and (ii)
         by providing security to the Participants generally against
         unanticipated termination of employment.

2)       PARTICIPATION. Only those employees selected by the President of the
         Company shall be eligible to participate in the Plan. The Plan is
         implemented through individualized agreements (the "Agreements")
         entered into between the Company and each Participant, which Agreement
         is set forth herein. The Plan becomes effective with respect to a
         Participant immediately upon such Participant and an appropriate
         officer of the Company executing this Agreement (the "Effective Date").
         The Participant has no more than 14 days from the date he or she
         receives the Agreement to sign and return the Agreement to the Senior
         Vice President of Human Resources of the Company. Eligibility to
         participate in the Plan shall be limited as follows: any Participant
         who purchases the Company or substantially all the assets of the
         Company, or who holds an interest in excess of 1% ownership in an
         entity that purchases the Company or substantially all the assets of
         the Company, shall not be entitled to receive any payments under the
         Plan.

3)       BASE AMOUNT RETENTION PAYMENT. Upon satisfaction of the conditions set
         forth herein, the Participant is eligible to receive a base amount
         retention payment (the "Base Amount Retention Payment") in an amount
         equal to 50% of the Participant's annual base salary as of the
         effective date (the "Annual Base Salary"). On the Effective Date, the
         Participant is fully vested in his or her Base Amount Retention
         Payment.

4)       HOLDBACK RETENTION PAYMENT. Upon satisfaction of the conditions set
         forth herein, the Participant is eligible to receive a holdback
         retention payment (the "Holdback Retention Payment") in accordance with
         the following chart based upon the occurrence of a "Triggering Event"
         (as defined below) and the amount of "Distributable Value" (as defined
         below):


<PAGE>


<TABLE>
<CAPTION>
    TIER I                              $500MM-$699MM Distributable        $700MM-UP Distributable
                                        Value                              Value
    --------------------------------------------------------------------------------------------------------
<S>                                     <C>                                <C>
    Triggering Event on or before       150% of Holdback Retention         150% of Holdback Retention
    12/31/02                            Payment                            Payment
    --------------------------------------------------------------------------------------------------------

    Triggering Event after 12/31/02     125% of Holdback Retention         150% of Holdback Retention
    but on or before 3/31/03            Payment                            Payment
    --------------------------------------------------------------------------------------------------------

    Triggering Event after 3/31/03      100% of Holdback Retention         100% of Holdback Retention
    but on or before 6/30/03            Payment                            Payment
    --------------------------------------------------------------------------------------------------------

    Triggering Event after 6/30/03      50% of Holdback Retention Payment  50% of Holdback Retention
    but on or before 12/31/03                                              Payment
    --------------------------------------------------------------------------------------------------------

<CAPTION>
    TIER II                             $500MM-$699MM Distributable        $700MM-UP Distributable Value
                                        Value
    ----------------------------------- ---------------------------------- ---------------------------------

    Triggering Event on or before       150% of Holdback Retention         150% of Holdback Retention
    12/31/02                            Payment                            Payment
    ----------------------------------- ---------------------------------- ---------------------------------

    Triggering Event on or before       125% of Holdback Retention         150% of Holdback Retention
    3/31/03                             Payment                            Payment
    ----------------------------------- ---------------------------------- ---------------------------------

    Triggering Event on or before       100% of Holdback Retention         100% of Holdback Retention
    6/30/03                             Payment                            Payment
    ----------------------------------- ---------------------------------- ---------------------------------

    Triggering Event after 6/30/03      50% of Holdback Retention Payment  50% of Holdback Retention
    but on or before 12/31/03                                              Payment
    ----------------------------------- ---------------------------------- ---------------------------------
</TABLE>

         A)       Holdback Retention Payment for Tier I shall equal 50% of
                  Annual Base Salary.

                  Holdback Retention Payment for Tier II shall equal 25% of
                  Annual Base Salary.

                  Tier III employees shall receive no Holdback Retention
                  Payments.

         B)       A "Triggering Event" occurs when:

                  1)       With respect to a plan of reorganization of the
                           Company under chapter 11 (a "Plan of
                           Reorganization"), the date upon which the Disclosure
                           Statement is approved by the United States Bankruptcy
                           Court for the District of Delaware (the "Bankruptcy
                           Court"), so long as the Plan of Reorganization is
                           subsequently confirmed by the Bankruptcy Court
                           without material modifications.

                  2)       With respect to a sale, the date upon which a motion
                           seeking approval of the sale of all or substantially
                           all of the operating assets of the Company (a "Sale")
                           is approved, so long as the Sale is subsequently
                           consummated without material modifications.


                                        2
<PAGE>

         C)       "Distributable Value" shall include cash, securities and other
                  consideration distributed to pre-petition secured, priority
                  and unsecured creditors and shareholders. Distributable Value
                  will not include cure payments paid as part of a confirmed
                  Plan of Reorganization or Sale, or cash or securities
                  distributed or to be distributed to Liberty Mutual Insurance
                  Company ("Liberty") as part of a confirmed Plan of
                  Reorganization or Sale, or any proceeds or consideration
                  realized from the diminution or application of collateral
                  which otherwise secures any pre- or post-petition liquidated,
                  unliquidated or contingent claims of Liberty. The
                  determination of Distributable Value will be agreed to by
                  advisors for the Official Committee of Unsecured Creditors,
                  Lehman Brothers, Inc., Congress Financial Corporation, Liberty
                  Mutual Insurance Company, and the Debtors. If these parties
                  cannot agree on the valuation, the Court shall determine the
                  appropriate valuation.

5)       RIGHT TO PAYMENT OF BENEFITS. The Participant shall have no right to
         receive payment of his or her Retention Payments, and his or her
         Retention Payments shall be forfeited in their entirety, unless he or
         she remains employed until the Retention Payments are payable under
         paragraph 6, except for Participants who will receive Retention
         Payments pursuant to paragraph 6(A)(2). The Participant's entitlement
         to the Retention Payments are conditioned upon the Participant
         executing and delivering on the date that he or she otherwise becomes
         entitled to the Retention Payments the Release and Agreement (the
         "Release") attached as Annex A hereto and not revoking the Release as
         provided therein.

6)       FORM AND TIMING OF PAYMENT OF BENEFITS. The Participant shall be
         entitled to receive his or her Retention Payments which have not been
         forfeited under paragraph 5 as follows:

                  A)       Base Amount Retention Payment:

                  The Participant shall be entitled to receive his or  her Base
                  Amount Retention Payment upon the earliest of:

                  1)       June 30, 2003,

                  2)       The Participant's involuntary termination of
                           employment by the Company "other than for cause" or
                           due to the death or "permanent disability" of the
                           Participant. For purposes of the Plan, termination
                           "for cause" means termination of the Participant by
                           the Company by reason of the Participant's
                           dishonesty; misconduct; unavailability to work other
                           than due to illness or disability; breach of the
                           provisions of any agreement between the Participant
                           and the Company; intentional disclosure to any other
                           person or entity of information which the Company
                           considers proprietary or confidential; or material
                           failure to perform the duties of the Participant's
                           position. A Participant shall also be deemed to have
                           experienced an involuntary termination of employment
                           "other than for cause" if he or she terminates his or
                           her employment within one month after a reduction of
                           the Participant's annual base salary or aggregate
                           level of benefits (other than reductions in benefits
                           applicable to substantially all similarly situated
                           employees); a material reduction in the Participant's
                           level of responsibility; or the Company requiring the
                           Participant (without the Participant's consent) to be
                           based at any location outside a fifty (50) mile
                           radius of his principal location of employment as of
                           the date hereof. A Participant shall be deemed to
                           have become "permanently disabled" for purposes of
                           this Plan if the President of the Company (or in the
                           case of the Chief Executive Officer, the Compensation
                           Committee of the Board), finds, upon the basis of
                           medical evidence satisfactory to him (or it),


                                       3
<PAGE>

                           that the Participant is totally disabled, whether due
                           to physical or mental condition, so as to be
                           prevented from engaging in further employment by the
                           Company and that such disability will be permanent
                           and continuous during the remainder of his life;
                           provided that no Participant shall be deemed to have
                           become permanently disabled unless prior to the
                           foregoing determination, the Participant has been
                           determined to qualify for long-term disability
                           benefits under an applicable long-term disability
                           benefit plan of the Company.

                  3)       The closing of a Sale, or

                  4)       Substantial Consummation of a Plan of Reorganization

         The Participant's Base Amount Retention Payment will be paid to him or
         her in a lump sum as soon as practicable following the date on which
         the Participant becomes entitled to such Retention Payment.


         B)       Holdback Retention Payment: The Participant shall be entitled
                  to receive his or her Holdback Retention Payment upon the
                  closing of the Sale, or substantial consummation of a Plan of
                  Reorganization.

7)       EFFECT OF WARN ACT. Any Retention Payments that the Participant is
         entitled to receive shall be reduced by up to sixty days' pay if the
         Participant's termination is deemed covered by the Worker Adjustment
         and Retraining Notification Act.

8)       ADMINISTRATION. The Plan shall be administered by a committee composed
         of three members designated by the Company's Board of Directors (the
         "Committee"). The Committee shall be the named fiduciary and shall have
         the sole discretion and authority to interpret the Plan, determine
         eligibility and amount of benefits, including the sole discretion to
         resolve claims pursuant to Section 9 hereof, to adopt and revise the
         rules and regulations relating to the Plan and to make any other
         determinations it believes necessary or advisable for the
         administration of the Plan.

9)       CLAIMS PROCEDURE

         A)       WRITTEN NOTICE. If a claim for benefits under the Plan is
                  denied, in whole or in part, the claimant shall be notified in
                  writing of the denial, the specific reason for the denial and
                  the Plan provisions on which the denial is based, within 30
                  days after the claim has been filed with the Committee. Such
                  claimant shall also be advised whether any additional material
                  or information is necessary to perfect the claim and shall be
                  provided with an explanation of the reasons why such material
                  is necessary and with an explanation of the Plan's claim
                  review procedure under Section 9.B.

         B)       APPEALS. In the event a claim for benefits under the Plan is
                  denied, in whole or in part:

                  i)       The claimant (or his or her duly authorized
                           representative) shall be entitled to request in
                           writing a review of the denial of his claim by the
                           Committee within ninety (90) days after the claimant
                           received notice of the denial of his or her claim.

                  ii)      The claimant (or his duly authorized representative)
                           may review pertinent Plan documents and submit issues
                           and comments to the Committee in writing.


                                       4
<PAGE>

                  iii)     All written claims that are neither granted nor
                           denied in accordance with Section 9.A shall be deemed
                           denied and the claimant shall be deemed to have filed
                           a written request for review.

                  iv)      The decision of the Committee on review shall be
                           rendered within 60 days after the request for review
                           is received by the Committee unless special
                           circumstances require an extension of time for
                           processing the claim, in which case a decision shall
                           be rendered not later than 120 days after receipt of
                           a request for review by the Committee.

                  v)       The claimant shall be furnished with written notice
                           of any such extension of time prior to the
                           commencement of the extension.

                  vi)      If the decision of the Committee on review is not
                           furnished within the time specified in subparagraph
                           (iv) above, the claim shall be deemed denied on
                           review.

                  vii)     The decision of the Committee on review shall be in
                           writing and shall include specific reason for the
                           decision and specific references to the pertinent
                           Plan provisions on which the decision is based.

         All decisions of the Committee relating to a claim for benefits
         hereunder shall be final, binding and conclusive on the Participant.

10)      MISCELLANEOUS PROVISIONS

         A)       The Participant's right and interest under the Plan may not be
                  assigned or transferred. In the case of the Participant's
                  death, payment of benefits due under the Plan shall be made to
                  the Participant's designated beneficiary, or in the absence of
                  a designation, by will or the laws of descent and
                  distribution.

         B)       Neither the Plan nor any actions taken hereunder shall be
                  construed as giving the Participant any right to be retained
                  in the employ of the Company.

         C)       The Plan trustee shall deduct from any benefits paid in cash
                  any taxes required to be withheld by law by the Company or the
                  Plan.

11)      AMENDMENT AND TERMINATION OF PLAN. The Company's Board of Directors may
         amend the Plan with the approval of the Bankruptcy Court in whole or in
         part at any time, provided that the rights of any Participant under the
         Plan at the time of amendment may not be reduced. The Plan shall
         terminate as soon as all benefits have been paid and/or disputes
         resolved. A Participant may not withdraw from this Plan or refuse to be
         bound by the terms hereof without the prior written consent of the
         Company.

12)      GOVERNING LAW. This Plan shall be governed by the laws of the State of
         Florida, except to the extent preempted by federal law.

13)      EFFECTIVE DATE. The Plan and this Agreement shall be effective March
         27, 2002.

14)      WAIVER OF RIGHTS. Upon signing this Agreement and becoming a
         Participant in the Plan, the Participant unconditionally waives any and
         all of his or her rights (i) pursuant to the ANC Rental Corporation Key
         Employee Severance Protection Plan, from which plan the Participant is
         withdrawing upon the execution hereof; (ii) to any severance payment
         under


                                       5
<PAGE>

         any other plan or arrangement that the Company maintains for so long as
         the Participant is eligible for or until the Participant receives a
         Retention Payment under the Plan; (iii) to any payments under any
         performance bonus or incentive plan maintained by the Company for so
         long as the Participant is eligible for or until the Participant
         receives a Retention Payment under the Plan.

15)      COURT APPROVAL. The Plan is not effective until it is approved by the
         United States Bankruptcy Court.

                                             ANC RENTAL CORPORATION



                                             By:
                                                -------------------------------

                                             Title:
                                                   ----------------------------

                                             Date:
                                                   ----------------------------


                                                   ----------------------------
                                                         (Employee Name)

                                             Date:
                                                  -----------------------------


                                       6

</TEXT>
</DOCUMENT>
