Benefit Equalization Plan

THE HERTZ CORPORATION
BENEFIT EQUALIZATION PLAN


The Hertz Corporation, with its principal office at 225 Brae Boulevard, Park Ridge, New Jersey, by action of its Board of Directors, adopted, effective January 1, 1996, a Benefit Equalization Plan (the "Plan") to provide a select group of management and highly compensated employees a program supplementing benefits payable to them under The Hertz Corporation Account Balance Defined Benefit Pension Plan (the "Retirement Plan"). This Plan provides equalization benefits that cannot be provided under the tax qualified Retirement Plan because of limitations imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code.


ARTICLE 1. DEFINITIONS Capitalized words and phrases used herein, but which are not defined herein, shall have the same meaning ascribed to them in the Retirement Plan. In addition, the following definitions shall apply for purposes of this Plan:


1.1 Committee - The Pension and Welfare Plans Administration Committee
appointed by the Board under Article 4. 1.2 Company - The Hertz Corporation. 1.3 Employee - An employee of the Company. 1.4 Equalization
Benefit - The benefit payable to a Participant pursuant to this
Plan.


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1.5 Limitations - Limitations on benefits and compensation imposed on
the tax qualified Retirement Plan by Section 415 and
Section 401(a)(17) of the Internal Revenue Code.


1.6 Participant - An Employee who meets the participation requirements of
Article 2.


1.7 Retirement Plan - The Retirement Plan for the Employees of The Hertz
Corporation (renamed and amended effective as of
January 1, 1987 as The Hertz Corporation Account
Balance Defined Benefit Pension Plan), as amended
from time to time.


1.8 SEP - Supplemental Executive Pension, adopted by the Company
effective January 1, 1992, as amended from time to
time.


1.9 SERP - Supplemental Retirement and Savings Plan of The Hertz
Corporation, adopted by the Company effective
July 1, 1987, as amended from time to time.


ARTICLE 2. PARTICIPATION IN THE PLAN


An Employee shall become a Participant if, on or after January 1, 1996, his or her Retirement Plan benefits are restricted by the Limitations; provided, however that; a) such Employee does not participate in the SEP or SERP; and b) the Committee does not determine that such Employee is excluded as a member of a "select group of management or highly compensated employees".


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ARTICLE 3. EQUALIZATION BENEFITS


3.1 A Participant's Equalization Benefit shall be equal to the difference
between the amount that would have been credited to his or her Cash
Balance Account under the Retirement Plan without regard to the
Limitations and the amount actually credited to his or her Cash Balance
Account.


3.2 Subject to Se ...