Securities Law & Instruments

Headnote

Subsection 74(1) - trades in common stock of non-reporting issuer to spouses ofOntario employees and trades in shares acquired by the spouses pursuant tocompany's employee stock purchase plan exempt from registration and prospectusrequirements. Eligible employees cannot have shares registered solely in name ofspouse and payroll deductions only made from employees' payroll.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., sections 25, 53, 74(1).

IN THE MATTER OF SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
THE HERTZ CORPORATION

RULING

(Subsection 74(1))

UPON the application of The Hertz Corporation ("Hertz") to the OntarioSecurities Commission (the "Commission") for a ruling pursuant to subsection 74(1) ofthe Act that trades in the common stock of Hertz (the "Shares") to the spouses (the"Spouses") of Ontario resident employees of Hertz and Hertz's affiliates (the "OntarioParticipants") and trades in the Shares acquired by the Spouses pursuant to The HertzCorporation Employee Stock Purchase Plan, as amended (the "Plan"), are not subjectto the requirements of section 25 or 53 of the Act;

AND UPON considering the application and the recommendation of the staff ofthe Commission;

AND UPON Hertz representing to the Commission that:

1. Hertz is a corporation incorporated under the laws of the State of Delaware.

2. The Shares are listed and posted for trading on the New York Stock Exchange inthe United States.

3. Hertz is not and has no present intention of becoming a reporting issuer underthe Act.

4. Hertz established the Plan for the benefit of its eligible employees and those ofits affiliates, including the Ontario Participants.

5. Under the Plan, eligible employees, including the Ontario Participants, areprovided with an opportunity to purchase Shares through accumulated payrolldeductions.

6. Under the Plan, Shares acquired by eligible employees, including the OntarioParticipants, may be registered in the name of the eligible employee or jointly inthe name of the eligible employee and such employee's spouse.

7. Eligible employees are not able to elect to have the Shares registered solely inthe name of their respective Spouses and payroll deductions are only made fromthe eligible employees' payroll. Spouses are not able to contribute andpurchase Shares under the Plan.

8. As of May 31, 2000, approximately 449 Ontario Participants are eligible toparticipate in the Plan.

9. Hertz will use the services of an agent (the "Agent") to purchase Shares inaccordance with, and pursuant to, the Plan. The Ontario Participants and theSpouses may also use the Agent to effect trades in the Shares acquiredpursuant to the Plan. The Agent is not a registered broker under the Act but isregistered under applicable securities legislation in the United States.

10. Participation in the Plan is entirely voluntary and the Ontario Participants andthe spouses have not been, and will not be, induced to participate in the Plan orto purchase Shares under the Plan by expectation of employment or continuedemployment of the Ontario Participants.

11. The Ontario Participants who participate in the Plan will be provided withgenerally the same disclosure in respect of the Plan as it provides toparticipants in the Plan residing in the United States.

12. Ontario residents hold not more than 10% of the outstanding Shares and thenumber of Ontario residents holding Shares is not more than 10% of the totalnumber of holders of Shares.

AND UPON the Commission being satisfied that to do so would not beprejudicial to the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that trades of Shares tothe Spouses pursuant to the Plan and first trades of Shares acquired by the Spousespursuant to the Plan are not subject to section 25 or 53 of the Act provided that:

(a) such trades are executed through the facilities of a stock exchange ororganized market outside of Canada; and

(b) such trades are made in accordance with the rules of the stock exchangeor organized market upon which the trade is made and in accordance withall laws applicable to such stock exchange or organized market.

September 15th, 2000.

"J. A. Geller"      "Howard I. Wetston"