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Corporate Governance Overview
We consider the maintenance of the goodwill associated with the Hertz brand to be important to the continued success of our businesses. The establishment and maintenance of policies which mandate that our company is governed in a fair and ethical manner is one tool for maintaining that goodwill. Toward that end, we have established corporate governance policies which are intended to ensure that our corporate affairs will be managed in compliance with high ethical standards and the requirements of law and the New York Stock Exchange.

The Audit Committee

Our Audit Committee has a written charter. Under it, our Audit Committee assists our Board in fulfilling its oversight responsibilities by overseeing and monitoring our accounting, financial and external reporting policies and practices; the integrity of our financial statements; the independence, qualifications and performance of our independent auditor; the performance of our internal audit function; the management information services and operational policies and practices that affect our internal control; our compliance with legal and regulatory requirements and our standards of business conduct and ethics; and the preparation of our Audit Committee's report included in our proxy statements. In discharging its duties, our Audit Committee has the authority to retain independent legal, accounting and other advisors.

Our Board has designated each of the four members of our Audit Committee "audit committee financial experts" and each has been determined to be "financially literate" under NYSE rules.

The Compensation Committee

Our Compensation Committee has a written charter. Under it, our Compensation Committee assists our Board in fulfilling its oversight responsibilities by overseeing our compensation and benefit policies generally; evaluating the performance of our Chief Executive Officer as it relates to all elements of compensation, as well as the performance of our senior management group; approving and recommending to our Board all compensation plans for members of our senior management group; approving the short-term compensation of our senior management group (subject, in the case of our Chief Executive Officer, to the approval of our Board); approving and authorizing grants to our senior management group under our incentive plans; preparing reports on executive compensation required for inclusion in our proxy statements; and reviewing our management succession plan. The Compensation Committee may retain, or receive advice from, any compensation consultant, legal counsel or other advisor of the Committee's choosing, including any such advisor that is not independent. The Compensation Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.

The Nominating and Governance Committee

Our Nominating and Governance Committee has a written charter. Under it, our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibilities by assisting the Board in determining the skills and qualities of individuals recommended for membership on our Board; reviewing the composition of our Board and its committees; reviewing and evaluating directors for re-nomination to the Board and reappointment to committees; and reviewing and assessing the adequacy of our corporate governance guidelines and codes of business conduct and ethics. The Nominating and Governance Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.

The Executive and Finance Committee

Our Executive and Finance Committee has a written charter. Under it, our Executive and Finance Committee may exercise the full powers and prerogatives of our Board and take any action that could be taken by the Board, subject to specified limitations. In addition, the Executive and Finance Committee assists our Board in its oversight of our financial policies, strategies and capital structure.
Committee Charters
Download Corporate Governance DocumentationAudit Committee
Download Corporate Governance DocumentationNominating and Governance Committee
Download Corporate Governance DocumentationCompensation Committee
Download Corporate Governance DocumentationExecutive and Finance Committee
Governance Documents
Download Corporate Governance DocumentationCorporate Governance Guidelines
Download Corporate Governance DocumentationCode of Business Conduct and Ethics
Download Corporate Governance DocumentationStandards of Business Conduct
Download Corporate Governance DocumentationCertificate of Incorporation
Download Corporate Governance DocumentationRestated By-Laws

Stockholders and other interested parties who wish to contact our directors may send written correspondence to:

Hertz Global Holdings, Inc.
c/o Corporate Secretary
225 Brae Boulevard
Park Ridge, NJ 07656-0713

Communications may be addressed to an individual director, to the non-management directors as a group, or to the Board as a whole and should specify the general topic of the communication.




This communication relates to the offer (the "Offer") by HDTMS, Inc. ("HDTMS"), a wholly owned subsidiary of Hertz, to exchange each issued and outstanding share of common stock (including the associated preferred stock purchase rights) of Dollar Thrifty for $57.60 in cash and 0.8546 shares of Hertz common stock. The Offer is scheduled to expire at 12:00 midnight, New York City time, on November 1, 2011, unless further extended by HDTMS. Any extension of the expiration date will be made by public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date. This communication is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Dollar Thrifty common stock, nor is it a substitute for the Tender Offer Statement on Schedule TO or the Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (Reg. No. 333-174042) (collectively, with the accompanying Letter of Transmittal and related documents and as amended from time to time, the "Exchange Offer Documents") filed by Hertz with the Securities and Exchange Commission (the "SEC"). The SEC declared the Registration Statement related to the Offer effective on June 1, 2011. The Offer is made only through the Exchange Offer Documents.

Security holders and investors may obtain any of the foregoing documents for free by visiting EDGAR on the SEC website at or by calling Innisfree M&A Incorporated toll-free at (877) 456-3507. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.


Certain statements contained herein constitute forward-looking statements. These statements are based on the current expectations and beliefs of Hertz and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that (1) Hertz may be unable to obtain regulatory approvals required for the Offer or may be required to accept conditions that could reduce the anticipated benefits of the Offer as a condition to obtaining regulatory approvals; (2) Dollar Thrifty stockholders may not tender a sufficient number of shares into the Offer or Hertz may otherwise be unable to consummate the Offer; (3) the length of time necessary to consummate the Offer may be longer than anticipated; (4) problems may arise in successfully integrating the businesses of Hertz and Dollar Thrifty and Hertz may not realize the anticipated synergies and other benefits following the Offer; (5) the Offer may involve unexpected costs; (6) the Hertz and Dollar Thrifty businesses may suffer as a result of uncertainty surrounding the Offer; and (7) Hertz and/or Dollar Thrifty may be adversely affected by the other risks described in the SEC reports of Hertz and Dollar Thrifty. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Hertz. Hertz assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.