Amended And Restated Equalization Benefit Plan

Exhibit 10.59

AMENDED RETIREMENT EQUALIZATION BENEFIT PLAN

Avis Rent A Car System, Inc. adopted and established the Retirement Equalization Benefit Plan (the " Prior Plan" ) to compensate certain senior executives for any reduction in the retirement benefits provided under the Retirement Plan for Employees as of June 30, 1985 of Avis Rent A Car System, Inc. (the " Pension Plan" ) which resulted from the application of the limitations imposed by section 415 of the Internal Revenue Code of 1954, as amended, as incorporated in Section 14.1 of the Pension Plan. The Amended Retirement Equalization Benefit Plan, as set forth herein effective as of July 1, 1987, is intended to further the objectives of the Prior Plan by compensating certain executives for reductions in the retirement benefits provided under the Pension Plan imposed by the Internal Revenue Code of 1986, as amended (the " Code" ) and for any such reductions that may be imposed in the future. The Plan is intended to be an " excess benefit plan" as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), with respect to those Executives whose benefits under the Pension Plan have been limited by section 415 of the Code, and a " top hat" plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA with respect to those Executives whose benefits under the Pension Plan have been limited by section 401(a)(17) of the Code. 1. Definitions . The following words and phrases shall, when used herein, have the meanings set forth below: 1.1 " Avis" means Avis Rent A Car System, Inc. and any successor thereto which maintains the Plan and which shall assume the obligations hereunder.

1.2 " Executive" means each person designated as such by the Board of Directors of Avis pursuant to Section 6 hereof.

1.3 " Pension Plan" means the Retirement Plan for Employees as of June 30, 1985 of Avis Rent A Car System, Inc., as the same may be amended from time to time.

1.4 " Plan" means the Amended Retirement Equalization Benefit Plan as set forth herein.

2. Eligibility . Each Executive (as defined in Section 1.2 hereof) who suffers a reduction in the pension benefits otherwise payable to such Executive (or such Executive' s beneficiary) under Articles 4 and 6 of the Pension Plan as a result of the limitations imposed by the Code including, without limitation, section 415 (as such limitation is expressed in Section 14.1 (or any successor thereto) of the Pension Plan) and section 401(a)(17) thereof, shall be eligible for a Retirement Equalization Benefit determined in accordance with Section 3 hereof.

3. Retirement Equalization Benefit . The Retirement Equalization Benefit shall be a monthly benefit, determined at the time a pension first commences to be paid under the Pension Plan to the Execut ...