UNITED RENTALS INC /DE (Form: 8-K, Received: 12/19/2008 17:29:50)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 16, 2008

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

Five Greenwich Office Park
Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On December 16, 2008, the Board of Directors of United Rentals, Inc. (the “Company”), based on the recommendation and approval of its Compensation Committee, approved the amendment and restatement of the following Company benefit plans in order to address, before year-end, the documentation requirements of Section 409A of the Internal Revenue Code (“Section 409A”):

(1)   Deferred Compensation Plan
(2)   Deferred Compensation Plan for Directors
(3)   Restricted Stock Unit Deferral Plan
(4)   Annual Incentive Compensation Plan
(5)   Long-Term Incentive Plan

These plans, as amended and restated, are attached hereto as Exhibits 10.1 through 10.5, respectively.

The amendments primarily clarify and modify the dates on which certain types of benefits are provided, in order to comply with Section 409A. Where applicable, the amendments require that payments due to a “specified employee” (as such term is defined under Section 409A) upon separation from service must be delayed until the earlier of death or the expiration of a period of six months, among other revisions made to comply with Section 409A. In addition, the Deferred Compensation Plan for Directors was amended to eliminate the ability of directors to have deferred fees credited and receive 120% of their value as restricted stock units vesting over time.

In addition, on December 19, 2008, the Compensation Committee of the Board of Directors of the Company approved a form of amendment for the employment agreements of its executive officers, also to address the documentation requirements of Section 409A. The form of amendment (which will vary slightly from officer to officer depending upon the specific wording and section numbering of their agreements) is attached hereto as Exhibit 10.6. It primarily sets a fixed date for the commencement of any required severance payments and timing parameters for the execution of a release where required.

None of the foregoing amendments results in an increase in benefits for any plan participants or covered executives.

The foregoing description of amendments is qualified in its entirety by reference to the plans (and form of amendment) themselves, which are filed herewith as Exhibits 10.1 through 10.6.

Item 9.01. Financial Statements and Exhibits.


(d)		Exhibits

10.1		Deferred Compensation Plan
10.2		Deferred Compensation Plan for Directors
10.3		Restricted Stock Unit Deferral Plan
10.4		Annual Incentive Compensation Plan
10.5		Long-Term Incentive Plan
10.6		Form of Amendment to Executive Officer Employment Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 19, 2008	UNITED RENTALS, INC.

	By:	/s/ Roger E. Schwed


		Name: Roger E. Schwed
		Title: General Counsel

	UNITED RENTALS (NORTH AMERICA), INC.

	By:	/s/ Roger E. Schwed


		Name: Roger E. Schwed
		Title: General Counsel

Exhibit 10.1

UNITED RENTALS, INC.
DEFERRED COMPENSATION PLAN
(as amended and restated, effective December 16, 2008)

The United Rentals, Inc. Deferred Compensation Plan originally was adopted effective January 1, 2003, to provide a select group of management and highly compensated employees of United Rentals, Inc. with the opportunity to defer the receipt of compensation as described below. It is amended and restated, effective December 16, 2008, to conform to the requirements of Section 409A of the Code and to make other revisions determined by the Board to be appropriate.

This Plan is intended to be “a plan which is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act of 1974, as amended, and shall be interpreted and administered in a manner consistent with that intent. The Plan is intended to comply with the provisions of section 409A of the Code and shall be interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

SECTION 1 - D EFINITIONS


	1.1 “ Account ” means the bookkeeping account or accounts established and maintained for a Participant under the provisions of Section 3 of this Plan.

	1.2 “ Beneficiary ” means a Participant’s beneficiary or beneficiaries as designated by the Participant in a manner prescribed by the Committee. A Participant may change a beneficiary at anytime. In the absence of a beneficiary designation by the Participant, the Participant’s beneficiary shall be deemed to be his legal spouse and, in the event that there is no legal spouse, the Participant’s estate.

	1.3 “ Board ” means the Board of Directors of United Rentals, Inc.

	1.4 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

	1.5 “ Committee ” means the committee appointed by the Board to operate and administer the Plan on behalf of the Company in accordance with the provisions of Section 8 of this Plan.

	1.6 “ Company ” means United Rentals, Inc. or any company that is a successor as a result of merger, consolidation, liquidation, transfer of assets, or other reorganization.

	1.7 “ Compensation ” means a Participant’s (i) Salary, (ii) Annual Bonus Plan award, (iii) payments under the LTIP and (iv) any other bonus (whether or not discretionary) paid by the Company to the Participant in cash and that is designated by the Committee as eligible for deferral under the Plan.


	1.8 “ Deferral Contribution ” means Compensation, the payment of which is deferred by a Participant in accordance with Section 3 of this Plan.

	1.9 “ Deferral Election ” means an election made pursuant to a Deferral Election Agreement to defer Compensation under this Plan.

	1.10 “ Deferral Election Agreement ” means the written agreement entered into between an Eligible Employee and the Company pursuant to which the Eligible Employee elects to make Deferral Contributions to this Plan.

	1.11 “ Deferral Period ” means the period of deferral selected by a Participant under Section 3.2 of this Plan.

	1.12 “ Discretionary Contribution ” means the Company contribution described in Section 3.5 of this Plan.

	1.13 “ Earnings ” means the adjustments to Account balances in accordance with Section 6 of this Plan.

	1.14 “ Eligible Employee ” means an employee of the Company who is a member of select group of management or who is a highly compensated employee of the Company, and who is designated eligible for Plan participation by the Committee, in its sole and absolute discretion.

	1.15 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

	1.16 “ Grandfathered Account ” means a separate sub-account reflecting the amount, if any, that was credited to a Participant’s Account and vested before January 1, 2005, together with any Earnings with respect to such amount.

	1.17 “ LTIP ” means the Company’s Long Term Incentive plan, as it may be amended from time to time, and any successor plan.

	1.18 “ Participant ” means any Eligible Employee who meets the requirements of Section 2.2 of this Plan and, where appropriate according to the context of the Plan, any former employee who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan.

	1.19 “ Plan ” means the United Rentals, Inc. Deferred Compensation Plan, as amended from time to time.

	1.20 “ Plan Year ” means the twelve-month period commencing January 1, 2003 and each twelve-month period commencing on each January 1 thereafter.


	1.21 “ Salary ” means fifty percent (50%) of a Participant’s base bi-weekly cash compensation rate for services paid by the Company to the Participant. Salary shall not include commissions, bonuses, overtime pay, incentive compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, noncash compensation, fringe benefits (cash and noncash), reimbursements or other expense allowances or any other additional compensation and shall not include amounts reduced pursuant to a Participant’s salary reduction agreement under Section 125 or Section 401(k) of the Code (if any) or a nonqualified elective deferred compensation arrangement (other than this Plan) or any other deductions for premium payments or offsets with regard to any health or welfare plan to the extent that in each such case the reduction is to base cash compensation.

	1.22 “ Termination of Employment ” means a Participant’s separation from service with the Company, as defined in applicable Treasury Regulations pursuant to section 409A, for any reason, including, without limitation, as result of a Participant’s disability, retirement or death.

	1.23 “ Trust ” means any trust fund established pursuant to Section 10 of this Plan.

	1.24 “ Valuation Date ” means the day as soon as administratively practicable following a distribution request.

SECTION 2 - E LIGIBILITY AND P ARTICIPATION


	2.1 ELIGIBILITY. An individual shall be eligible to participate in the Plan effective as of the first of the month coinciding with or next following the date on which the individual first becomes an Eligible Employee. An individual who was eligible to participate in the Plan and subsequently was ineligible to participate in the Plan for a period of less than 24 consecutive months, whether or not the individual remained employed by the Company while ineligible, shall again be eligible to participate as of the first day of the Plan Year coinciding with or next following the date such individual again becomes an Eligible Employee.

	2.2 PARTICIPATION. Participation in this Plan shall be limited to Eligible Employees. An Eligible Employee shall become a Participant upon the timely filing of a completed Deferral Election Agreement and acceptance of such form by the Company in accordance with Section 3.1 hereof. An individual who becomes a Participant in the Plan shall remain a Participant until the benefits payable to the individual under the Plan have been fully distributed to or on behalf of the individual.

	2.3 SUSPENSION OF ELIGIBILITY. The Committee (or the Board of Directors if the affected Participant is a Committee member) may, in its sole and absolute discretion, terminate an individual’s participation in the Plan, which termination shall be effective as of the beginning of the next Plan Year. The Account of any such terminated Participant shall continue to be adjusted in accordance with Section 6 until fully distributed.

	2.4 CHANGE IN STATUS. A Participant who ceases to be an Eligible Employee but who continues to be an employee of the Company shall continue to make Deferral Contributions pursuant to his or her Deferral Election until the end of such Plan Year. The Account of any such ineligible employee shall continue to be adjusted in accordance with Section 6 until fully distributed.


	2.5 RE-EMPLOYMENT. A Participant who becomes an employee of the Company subsequent to any earlier termination of employment with the Company, shall again become a Participant in the Plan only in accordance with the provisions of this Section 2.

SECTION 3 - P LAN E LECTIONS AND C ONTRIBUTIONS


	3.1 ELECTION TO DEFER COMPENSATION. An election to defer Compensation under this Plan shall be made pursuant to a Deferral Election Agreement filed with the Company on or before the December 15 of the Plan Year preceding the Plan Year to which the salary or bonus payments relate. With respect to LTIP payments, the Deferral Election Agreement must be filed with the Company within 30 days following the grant of the LTIP award, provided that such date is at least 12 months before the award vests. Other than with respect to deferral of LTIP payments, a timely filed Deferral Election Agreement shall remain in effect for all subsequent Plan Years until a new Deferral Election Agreement is delivered by the Participant to the Company pursuant to this Section 3.1. The Deferral Election Agreement shall indicate the percentage of Compensation to be deferred under the Plan for the Plan Year, subject to a minimum annual Deferral Contribution amount of $5,000. A Deferral Election Agreement shall also indicate the date on which the payment of deferred Compensation for the year shall begin and the period over which the amount shall be paid, as described in Section 7.1 hereof. Except as otherwise provided herein, a Deferral Election shall be irrevocable.

	3.2 CREDITING OF DEFERRAL CONTRIBUTIONS. Deferral Contributions shall be credited to a Participant’s Account as a book entry concurrently with the date the Participant would have been paid the Compensation, but for the Deferral Election.

	3.3 CANCELLATION OF CONTRIBUTIONS. Notwithstanding the foregoing, a Participant’s Deferral Election shall be cancelled at any time that (i) contributions must be suspended in accordance with Section 1.401(k)-1(d)(2)(iv)(B)(4) of the Income Tax Regulations as a condition of the Participant’s receipt of a hardship withdrawal from any plan of the Company that includes a qualified cash or deferred arrangement under Code Section 401(k), or (ii) that a distribution is made pursuant to Section 7.2. In such a case, the Participant must make a new Deferral Election pursuant to Section 3.1 in order to again make Deferral Contributions.


	3.4 COMPANY DISCRETIONARY CONTRIBUTIONS. The Company may elect to make Discretionary Contributions to the Account of one or more Participants in such amounts and to such Participants as the Committee may determine, in its sole and absolute discretion. Nothing in this Plan shall obligate the Company to make Discretionary Contributions for the benefit of Participants in any Plan Year, nor to make identical Discretionary Contributions for the benefit of selected Participants in any Plan Year. The Company expressly reserves the right to make Discretionary Contributions to such Participants and in such amount or such proportions as it deems warranted or appropriate; provided, however, the Company shall not discriminate against any Participant in making such contributions under this provision on the basis of such Participant’s race, nationality, religion, gender, marital status or disability. Nothing in this Plan or any other agreement or document shall represent or be construed to represent an obligation or promise of the Company to make Discretionary Contributions on behalf of a Participant at any time. With respect to any Discretionary Contributions, the Company shall (i) permit Participants to elect the date on which the payment of such Discretionary Contributions shall begin and the period over which the amount shall be paid, which election shall be made prior to the beginning of the year for which the Discretionary Contributions are being made or (ii) prior to the date such Discretionary Contributions are made, designate the date on which the payment of such Discretionary Contributions shall begin and the period over which the amount shall be paid.

	3.5 ELECTION ADMINISTRATION. All Deferral Elections, and changes thereto under this Section 3, shall be made in the form, and in accordance with rules established by the Committee from time to time.

SECTION 4 - V ESTING


	4.1 DEFERRAL CONTRIBUTIONS. The portion of a Participant’s Account balance attributable to Deferral Contributions, as adjusted in accordance with Section 6 hereof, shall be one hundred percent (100%) vested at all times.

	4.2 COMPANY DISCRETIONARY CONTRIBUTIONS. The portion of a Participant’s Account balance attributable to any Company Discretionary Contributions, as adjusted in accordance with Section 6 hereof, shall vest in accordance with the vesting schedule established by the Company at the time the contribution is made.

	4.3 FORFEITURES. Any portion of a Participant’s Account balance that remains unvested upon a Participant’s Termination of Employment shall be forfeited by the Participant effective upon such termination and neither the Participant nor any Beneficiary of the Participant shall have any right to such forfeited amount. The portion of any Account balance that is forfeited shall be applied against the Company’s future obligations under the Plan.

SECTION 5 - F UNDING O BLIGATIONS OF THE C OMPANY

5.1 GENERALLY. Benefits are payable as they become due irrespective of any actual investments the Company makes to meet its obligations hereunder. Neither the Company nor the trustee of any Trust (in the event the Company elects to use a grantor trust to accumulate funds in accordance with the provisions of Section 10, hereof) shall be obligated to purchase or maintain any asset. To the extent a Participant or any other person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company. Neither this Plan nor any action taken pursuant to the terms of this Plan shall be considered to create a fiduciary relationship between the Company and a Participant or any other persons, or to establish a trust in which the assets are beyond the claims of any unsecured creditor of the Company.

5.2 LIFE INSURANCE. Notwithstanding any provision contained herein to the contrary, the Company expressly reserves the right to acquire life insurance policies on the lives of Participants to satisfy its obligations to pay benefits to such Participants and their Beneficiaries. As a condition of participation in the Plan, each Participant agrees to cooperate with the Company and the reputable insurance company of the Company’s choosing in applying for, obtaining and renewing such policies. In the event that the Company does acquire such policies, the Company alone shall have the right to exercise the incidents of ownership over such policies, including the right to designate a beneficiary and to receive the proceeds of such policies, and no Participant or Beneficiary shall have any right in or claim against neither such policies nor the proceeds thereof.

SECTION 6 - M EASUREMENT OF E ARNINGS


	6.1 CREDITING OF EARNINGS. The Committee shall credit Earnings to Account balances on a daily basis or on such other dates as may be selected by the Committee from time to time, in accordance with this Section 6. Notwithstanding anything in this Plan to the contrary, the Company shall not be required to invest Account balances amounts in any particular manner.

	6.2 PARTICIPANT DEEMED INVESTMENT ELECTION. The Committee may, in its sole discretion, permit Participants to select measuring alternatives, in writing on a form prescribed by the Committee or by telephonic or electronic transmission, from among the various indices offered by the Committee from time to time. Subject to rules established by the Committee, a Participant may elect to measure Earnings based upon one or more indices in any combination. In the event that various measuring indices are made available, a Participant may elect to change measuring indices daily, in whole percentages, or at such other times as prescribed by the Committee, in its sole discretion, subject to such notice and other administrative procedures as established by the Committee. If a Participant fails to make an initial election under this Section 6.1, the Participant’s Account Earnings shall be measured as if the Account balance was invested in a money market fund.

	6.3 RULES AND PROCEDURES. The Committee shall establish rules and procedures for the crediting of Earnings and the election of measuring alternatives pursuant to this Section 6.

SECTION 7 - D ISTRIBUTIONS

7.1 DISTRIBUTIONS.

7.1.1 Generally. Subject to this Section 7, Account balances shall be distributed at the time or times, and in the form selected by a Participant, as indicated on a timely filed Deferral Election Agreement, in accordance with the rules and procedures established by the Committee from time to time, in its sole and absolute discretion. A Participant may elect a separate distribution time and form with respect to each Deferral Election Agreement, provided, however, that if the present value of a Participant’s Account does not exceed $25,000, the Participant’s entire Account will be paid in a lump sum, as set forth below.

7.1.2 Scheduled In-Service Distribution . An in-service distribution may commence any time after the end of the second year following the year of deferral and may be distributed in a single lump sum or up to five (5) equal annual installments during February of the applicable year, as elected by the Participant on the applicable Deferral Election Agreement. If as of the date of any such distribution, the present value of a Participant’s Account does not exceed $25,000, the Participant’s entire Account will be paid in a lump sum on the date of such distribution.

7.1.3 Distributions Upon Termination – Grandfathered Accounts. Distribution of Grandfathered Accounts may be deferred until termination of a Participant’s employment. Distributable amounts of less than $25,000 shall be paid in a lump sum. Distributable amounts of $25,000 or more may be paid in accordance with the following table:


Years of Service at Termination		Distribution Options

Less than 5		Lump Sum

5 but less than 10		5 Equal Annual Installments or Lump Sum

10 but less than 15		5 or 10 Equal Annual Installments; Lump Sum

15 or more		5, 10 or 15 Equal Annual Installments; Lump Sum

Notwithstanding the foregoing, if a Participant’s termination of employment is due to a long-term disability (as defined in the Company’s long-term disability plan), the years of service requirement for installment distributions shall be waived.

7.1.4 Distributions Upon Termination – Accounts other than Grandfathered Accounts. Distribution of Accounts other than Grandfathered Accounts may be deferred until termination of a Participant’s employment. If, as of the Participant’s termination of employment or as of the date of any distribution pursuant to this Section 7.1.4, the present value of a Participant’s Account does not exceed $25,000, such Participant’s entire Account shall be paid in a lump sum during the calendar quarter following the calendar quarter in which the termination of employment or the date of such distribution, as applicable, occurs. Distributable amounts that are not paid as set forth in the preceding sentence may be paid in a lump sum during the calendar quarter following the calendar quarter in which the termination of employment occurs or in up to 15 annual installments during February of the applicable year, as elected by the Participant on the applicable Deferral Election Agreement.

7.1.5 Method of Election; Change of Election . A Participant shall indicate the payment date and method of payment of a Deferral Contribution on a timely filed Deferral Election Agreement as specified in Section 3.1 hereof. A Participant may postpone payment of the individual’s Account balance (whether by changing the payment commencement date or method of payment) a total of no more than 2 times; provided that (i) any change in a distribution date or commencement date must be submitted to the Company at least 12 months prior to the existing distribution date, (ii) other than with respect to Grandfathered Accounts, the new distribution date must be at least 5 years after the then existing distribution date; and (iii) no change in payment date or payment form shall be permitted after payment has begun. With respect to payments scheduled to be made in equal annual installments, the election to postpone payments must be made at least 12 months prior to the existing distribution date for the first payment of such installments and other than with respect to Grandfathered Accounts, the new distribution date must be at least 5 years after the then existing distribution date for the first payment of such installments.

7.1.6 Special Election Changes .

7.1.6.1 2007 Special Election. Notwithstanding the foregoing, a Participant may change a previous election with respect to one or more of the 2004/2005, 2005, 2006 or 2007 Plan Years, provided that the deferred amounts with respect to any such Plan Year is not scheduled to be distributed in whole or in part prior to January 1, 2008, and further provided that such new election cannot provide for a distribution in whole or in part in 2007. Such an election shall be made in the manner and at the time determined by the Committee, but in no event may such an election be made after December 7, 2007.

7.1.6.2 2008 Special Election. Notwithstanding the foregoing, a Participant may change a previous election with respect to one or more of the 2004/2005, 2005, 2006, 2007 or 2008 Plan Years, provided that the deferred amounts with respect to any such Plan Year is not scheduled to be distributed in whole or in part prior to January 1, 2009, and further provided that such new election cannot provide for a distribution in whole or in part in 2008. Such an election shall be made in the manner and at the time determined by the Committee, but in no event may such an election be made after December 7, 2008.

7.1.6.3 Change in Control Special Election. Notwithstanding the foregoing, a Participant may change a previous election with respect to such Participant’s Account to provide for a distribution of such Participant’s Account upon the later of (i) a Change in Control and (ii) January 2, 2008 if the election change was made before December 31, 2007, and January 2, 2009, if the election change is made after December 31, 2007 and before December 31, 2008. Such an election may not be made in 2007 with respect to deferred amounts scheduled to be distributed in whole or in part prior to January 1, 2008 and may not be made in 2008 with respect to deferred amounts scheduled to be distributed in whole or in part prior to January 1, 2009. Such an election shall be made in the manner and at the time determined by the Committee, but in no event may such an election be made after December 31, 2008.

7.2 HARDSHIP.

7.2.1 Hardship Payment . In the event of a Participant’s Hardship (as defined below), the Participant may apply to the Committee for the distribution of all or any part of the individual’s vested Account balance. For purposes of this Section 7.2, the value of a Participant’s Account shall be determined as of the applicable Valuation Date.

7.2.2 Definition of Hardship . For the purposes of this Section 7.2, a Participant shall experience a “Hardship” if, and only if, such Participant experiences an immediate and heavy financial need and the withdrawal is necessary to pay for expenses directly resulting from an “Unforeseeable Emergency.” An Unforeseeable Emergency is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances constituting an Unforeseeable Emergency shall depend upon the facts of each case, but in no event shall a distribution on account of an Unforeseeable Emergency be made to the extent that such Hardship is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under this Plan and/or under any cash-or-deferred arrangement maintained by the Company. In addition to the requirements set forth in clauses (i), (ii) and (iii) above, as a precondition to a Hardship, a Participant must have obtained all distributions, other than hardship distributions of salary reduction contributions under a cash-or-deferred arrangement maintained by any employer pursuant to plan qualified under Section 401(a) of the Code which contains a cash-or-deferred arrangement, currently available under all plans maintained by any employer.

7.2.3 Procedure . A Participant must request a Hardship distribution on a form provided by and filed with the Committee no later than the 60 ^th day after the event causing the Hardship or, if more than one event shall cause the Hardship, the last of such events. The Participant shall, no later than the 70 ^th day after such event or last such event, as the case may be, provide such information and documentation as the Committee shall require in order to substantiate the existence of the Hardship and to calculate the amount to which the Participant may be entitled by reason thereof, provided, however, that if, due to circumstances beyond the control of the Participant, the Participant is unable to provide such information within such period, the Participant shall provide such information as soon as practicable after such period. The Committee shall, no later than the 90 ^th day after such event or last such event, as the case may be, make a determination as to whether a Hardship exists, and the amount, if any, to which the Participant may be entitled, and pay such amount on the 90 ^th day, provided, however, that pursuant to Treasury Regulation section 1.409A-3(d), if Participant is unable to timely provide necessary information, the Committee’s determination and payment shall be within 30 days of the date Participant provides such information. The Committee may take into account in making such determination whether and the extent to which the Participant provided any necessary information in a timely manner.

7.2.4 Payment . The amount determined by the Committee to be payable by reason of a Hardship shall be paid in a single cash lump sum on the 90 ^th day after the event causing the Hardship or, if more than one event shall cause the Hardship, the last of such events.

7.3 ACCELERATION OF PAYMENTS. Notwithstanding anything in this Plan to the contrary, solely with respect to Grandfathered Accounts, the Committee may, in its sole and absolute discretion, permit a Participant to receive accelerated payment of all of the Participant’s vested Account balance (whether or not such benefit is then in pay status). Any such request shall be made in a written application to the Committee. If approved by the Committee, the accelerated payment shall be made in a lump sum payment as soon as administratively feasible following such approval. The amount of the payment shall be equal to the value of the Participant’s vested Account balance as of the applicable Valuation Date, less the “Applicable Forfeiture Amount.” The Applicable Forfeiture Amount shall be ten percent (10%) of the vested value of the affected Account as of the applicable Valuation Date. If a Participant is an employee of the Company at the time the individual elects to have payment of the individual’s vested Account Balance accelerated, the Participant will be ineligible to make Deferrals Contributions hereunder for the Plan Year following the receipt of such payments and a number of days in the second Plan Year following the receipt of such payments equal to the number of days between the date of such payment and the end of the Plan Year in which such payment is made.

7.4 DISTRIBUTIONS AS A RESULT OF TAX DETERMINATION. Notwithstanding any provision in this Plan to the contrary, if, at any time, a court or the Internal Revenue Service determines that any amounts credited to a Participant’s Account under the Plan are includable in the gross income of the Participant and subject to immediate taxation, the Committee may, in its sole and absolute discretion, permit a lump sum distribution of the portions of the Participant’s Account balance determined to be includable in the Participant’s gross income.

7.5 DEATH BENEFIT. With respect to individuals who were Participants before 2008, a death benefit in the amount of $100,000 shall be paid to the Beneficiaries of any insured Participant who dies while in the employ of the Company. Such benefit shall be paid within the 90-day period after the Participant’s death, provided that such Beneficiaries provide the Committee with such verification of the Participant’s death as the Committee may require. Such payment shall be in addition to any other distribution that the Beneficiaries may be entitled to under this Plan.

7.6 SPECIFIED EMPLOYEES. Notwithstanding anything herein to the contrary, to the extent necessary to avoid the imposition of tax under section 409A, no distribution shall be made to a Participant who is a “specified employee” within the meaning of section 409(a)(2)(B)(i) until six months after the Participant’s Termination of Employment.

SECTION 8 - A DMINISTRATION

8.1 COMMITTEE AUTHORITY. The Plan shall be administered by the Committee on behalf of the Company. The Committee (or its delegate) shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply and interpret the Plan and any other Plan documents and to decide all matters arising in connection with the operation or administration of the Plan. Without limiting the generality of the foregoing, the Committee shall have the sole and absolute discretionary authority: (a) to take all actions and make all decisions with respect to the eligibility for, and the amount of, benefits payable under the Plan; (b) to formulate, interpret and apply rules, regulations and policies necessary to administer the Plan in accordance with its terms; (c) to decide questions, including legal or factual questions, relating to the calculation and payment of benefits under the Plan; (d) to resolve and/or clarify any ambiguities, inconsistencies and omissions arising under the Plan or other Plan documents; and (e) to process and approve or deny benefit claims and rule on any benefit exclusions. All determinations made by the Committee (or any delegate) with respect to any matter arising under the Plan and any other Plan documents including, without limitation, any question concerning eligibility and the interpretation and administration of the Plan shall be final, binding and conclusive on all parties. To the extent that a form prescribed by the Committee to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan document, such form shall be evidence of (i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee pursuant to the authority granted to the Committee under the Plan. Decisions of the Committee shall be made by a majority of its members attending a meeting at which a quorum is present (which meeting may be held telephonically), or by written action in accordance with applicable law.


	8.2 LIABILITY AND INDEMNIFICATION. No member of the Committee and no officer, director or employee of the Company shall be liable for any action or inaction with respect to his or her functions under the Plan unless such action or inaction is adjudged to be due to fraud. Further, no such person shall be personally liable merely by virtue of any instrument executed by him or her or on his or her behalf in connection with the Plan. The Company shall indemnify, to the full extent permitted by law and its Certificate of Incorporation and By-laws (but only to the extent not covered by insurance) its officers and directors (and any employee involved in carrying out the functions of the Company under the Plan) and each member of the Committee against any expenses, including amounts paid in settlement of a liability, which are reasonably incurred in connection with any legal action to which such person is a party by reason of his or her duties or responsibilities with respect to the Plan (other than as a Participant), except with regard to matters as to which he or she shall be adjudged in such action to be liable for fraud or willful misconduct in the performance of his or her duties.

	8.3 PLAN EXPENSES. All expenses incurred in administering the Plan will be paid by the Company.

SECTION 9 - C LAIMS P ROCEDURE

9.1 INITIAL CLAIM. Any claim by a Participant or Beneficiary (“Claimant”) with respect to eligibility, participation, contributions, benefits or other aspects of the operation of the Plan shall be made in writing to the Committee or such other person designated by the Committee from time to time for such purpose. If the designated person receiving a claim believes that the claim should be denied, he or she shall notify the Claimant in writing of the denial of the claim within ninety (90) days after his or her receipt thereof (this period may be extended an additional ninety (90) days in special circumstances and, in such event, the Claimant shall be notified in writing of the extension). Such notice shall (a) set forth the specific reason or reasons for the denial making reference to the pertinent provisions of the Plan or of Plan documents on which the denial is based, (b) describe any additional material or information necessary to perfect the claim, and explain why such material or information, if any, is necessary, and (c) inform the Claimant of his or her right pursuant to this Section to request review of the decision.


	9.2 CLAIM APPEAL. A Claimant may appeal the denial of a claim by submitting a written request for review to the Committee, within sixty (60) days after the date on which such denial is received. Such period may be extended by the Committee for good cause shown. The claim will then be reviewed by the Committee. If the Committee deems it appropriate, it may hold a hearing as to a claim. If a hearing is held, the Claimant shall be entitled to be represented by counsel. The Committee shall decide whether or not to grant the claim within sixty (60) days after receipt of the request for review, but this period may be extended by the Committee for up to an additional sixty (60) days in special circumstances. Written notice of any such special circumstances shall be sent to the Claimant. Any claim not decided upon in the required time period shall be deemed denied. All interpretations, determinations and decisions of the Committee with respect to any claim shall be made in its sole discretion based on the Plan and other relevant documents and shall be final, conclusive and binding on all persons.

	9.3 COSTS. A Claimant shall be solely responsible for the individual’s cost of filing any claim or claim appeal hereunder.

SECTION 10 - T HE T RUST

10.1 ESTABLISHMENT OF TRUST. Although the Company is responsible for the payment of all benefits under the Plan, the Company may, in its discretion, contribute funds to a grantor trust for the purpose, as it deems appropriate, of paying benefits under this Plan. Such trust may be irrevocable, but assets of the trust shall be subject to the claims of creditors of the Company. To the extent any benefits provided under the Plan are actually paid from the trust, the Company shall have no further obligation with respect thereto but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid, by the Company. The Participants shall have the status of unsecured creditors insofar as their legal claim for benefits under the Plan and the Participants shall have no security interest in the grantor trust.

SECTION 11 - M ISCELLANEOUS


	11.1 SECURITIES LAW COMPLIANCE. The Committee shall impose such rules designed to facilitate compliance with Federal and state securities laws, including, to the extent applicable, the limitations of Section 4(2) under the Securities Act of 1933, as amended, and shall have the authority to suspend the Plan and take any action necessary, including revoking a Participant’s salary deferral elections, prospectively and/or retroactively, to ensure that the Plan complies with Federal and state securities laws.

	11.2 NO RIGHT OF EMPLOYMENT. Nothing contained herein shall be construed as conferring upon an Employee the right to continue in the employ of an Employer as an executive or in any other capacity or to interfere with an Employer’s right to discharge him at any time for any reason whatsoever.


	11.3 NON-ALIENATION OF BENEFITS. The benefits payable under this Plan shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause any benefits to be so subjected shall not be recognized.

	11.4 BENEFITS NOT SECURED. Neither Participants nor Beneficiaries shall have legal or equitable rights, claims or interests in any specific assets or property of the Company, nor shall they be the beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts, or the proceeds therefrom owned, or which may be acquired by, the Company (“Policies”). Any such Policies or other assets of the Company shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future.

	11.5 AMENDMENT OR TERMINATION OF PLAN. The Board (or any duly authorized committee thereof) may amend this Plan from time to time in any respect, and may at any time terminate the Plan in its entirety; provided, however, that no amendment or termination shall adversely alter or impair a Participant’s or Beneficiary’s right to an accrued benefit under this Plan without the consent of the Participant or Beneficiary affected thereby. In the event of a termination of the Plan (i) all Account balances shall thereupon become one hundred percent (100%) vested and (ii) the Company may distribute each Participant’s and Beneficiary’s Account balance and have no further obligations hereunder.

	11.6 ADJUSTMENTS. At the request of the Company, the Committee may, with respect to a Participant, adjust such Participant’s benefit under this Plan or make such other adjustments with respect to such Participant as are required to correct administrative errors or provide uniform treatment of Participants in a manner consistent with the intent and purpose of this Plan.

	11.7 OBLIGATION TO COMPANY. If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Company, or any benefit plan maintained by the Company, then the Company may offset such amount owed to it or such benefit plan against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

	11.8 PROVISIONS FOR INCAPACITY. If the Committee deems any person entitled to receive any benefit under the provisions of this Plan incapable of receiving or disbursing the same by reason of minority, illness or infirmity, mental incompetency, or incapacity of any kind, the Committee may, in its sole discretion, take any one or more of the following actions: (i) apply such benefit directly for the comfort, support and maintenance of such person; (ii) reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment; or (iii) pay such benefit to any other person selected by the Committee to disburse such payment for the comfort, support and maintenance of the person entitled thereto, including, without limitations, to any relative who has undertaken, wholly or partially, the expense of such person’s comfort, care and maintenance, or any institution in whose care or custody the person entitled to the payment may be. The Committee may, in its sole discretion, deposit any payment due to a minor to the minor’s credit in any savings or commercial bank of the Committee’s choice.


	11.9 GENDER, SINGULAR AND PLURAL. All pronouns and any variations thereof shall be deemed to refer to the masculine or feminine, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

	11.10 LAW GOVERNING. Except to the extent preempted by ERISA this Plan shall be construed, regulated and administered under the laws of the State of Connecticut.

	11.11 SUCCESSORS AND ASSIGNS. This Plan shall be binding upon the Company and its successors and assigns.

	11.12 SEVERABILITY. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision never existed.

	11.13 WITHHOLDING. All payments under this Plan shall be subject to the withholding of such amounts relating to federal, state or local taxes as the Company determines it should withhold based on applicable law or regulations.

	11.14 ENTIRE AGREEMENT. This Plan and Participant elections hereunder shall constitute the entire agreement between the Company and a Participant pertaining to the subject matter herein and supersedes any other plan or agreement, whether written or oral, pertaining to the subject matter herein. No agreements or representations, other than as set forth herein, have been made by the Company with respect to the subject matter herein.

Exhibit 10.2

UNITED RENTALS, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(as amended and restated, effective December 16, 2008)


1.	Definitions

	(a)	Account . The bookkeeping account established for each Participant as provided in Section 4.

	(b)	Administrator . The committee appointed pursuant to Section 8.

	(c)	Code . The Internal Revenue Code of 1986, as amended.

	(d)	Company . United Rentals, Inc., a Delaware corporation.

	(e)	Company Stock . Common stock of the Company.

	(f)	Directors’ Fees . The cash amount payable to a Participant by the Company as fees for services rendered as a director of the Company.

	(g)	Fee Deferrals . The portion of Directors’ Fees that a Participant elects to defer in accordance with Section 3.

	(h)	Fee Deferral Election . The separate written agreement, submitted to the Administrator, by which a director agrees to participate in this Plan and make Fee Deferrals hereunder.

	(i)	Participant . A director of the Company who elects to defer receipt of Directors’ Fees hereunder and whose Account has not been fully distributed.

	(j)	Plan . The United Rentals, Inc. Deferred Compensation Plan for Directors.


2.	Participation

	(a)	Eligibility for Participation . All non-employee directors of the Company are eligible to make Fee Deferrals hereunder.

	(b)	Commencement of Participation . A director becomes a Participant as of the date specified by the Administrator.


3.	Contributions

	(a)	Fee Deferrals .


		(i)	The Company shall credit to the Account of a Participant an amount equal to the Director’s Fees that would have been payable to the Participant had Participant not signed a Fee Deferral Election therefor. Such amounts shall not be made available to such Participant, except as provided in Section 5, and shall reduce such Participant’s compensation from the Company in accordance with the provisions of the applicable Fee Deferral Election. All such amounts shall in any event be subject to the rights of the general creditors of the Company as provided in Section 7.


		(ii)	Directors shall deliver a Fee Deferral Election to the Administrator before any Fee Deferrals become effective. Such Fee Deferral Election shall be void with respect to any Fee Deferral unless submitted before the beginning of the calendar year during which the amount to be deferred will be earned; provided, however, that in the year in which a director is first eligible to participate, such Fee Deferral Election may be filed within 30 days of the date on which the director is first eligible to participate, and shall be effective with respect to compensation earned during the remainder of the calendar year subsequent to the filing of the Fee Deferral Election.

		(iii)	The Fee Deferral Election shall designate the amount of compensation from the Company deferred by each Participant, the date on which such amounts shall be distributed to the Participant and such other items as the Administrator may prescribe. Such designations shall remain effective unless amended as provided below. Subject to Section 4(b)(iii), there shall be no maximum limit on the Fee Deferrals permitted for each Participant.

		(iv)	A Participant may amend or cancel his or her Fee Deferral Election from time to time, but such amendment or cancellation only shall be effective with respect to the calendar year following the year in which such amendment or cancellation is delivered to the Administrator.


	(b)	Time of Credits. Fee Deferrals shall be credited to the Plan as soon as administratively feasible following each quarterly period for which fees are otherwise payable to the director.

	(c)	Vesting . A Participant shall have a nonforfeitable right to the amounts credited to his or her Account; provided, however, that all such amounts shall be subject to the rights of the general creditors of the Company as provided in Section 7.


4.	Accounts

	(a)	Bookkeeping Accounts .

		(i)	The Administrator shall establish and maintain a bookkeeping account in the name of each Participant. The Administrator may also establish any subaccounts that it feels may be appropriate.

		(ii)	Each Participant’s Account shall be credited with Fee Deferrals (as specified in the Participant’s Fee Deferral Election) and any earnings or losses on the foregoing. Each Participant’s Account shall be reduced by any distributions made plus any federal and state tax withholding as may be required by law.


(b)	Investments, Gains and Losses .

	(i)	The Administrator is not obligated to make any investments with respect to Participant’s Accounts. Participant’s Accounts shall be credited with investment earnings or losses pursuant to deemed investments of such Accounts. By written investment directions to the Administrator, each Participant shall direct the deemed investment of his or her Account among the investment funds available under this Plan. Unless modified by the Administrator, the deemed investment funds shall consist of a money market fund selected by the Administrator or shares of Company Stock. For each deemed investment in Company Stock, the Participant’s Account shall be credited with a number of shares of Company Stock equal to (a) the Directors’ Fees that would have been paid in cash in the absence of the applicable Fee Deferral, divided by (b) the market value of a share of Company Stock at the close of business on such date.

	(ii)	Each Account, including shares of Company Stock or money market funds credited thereto, is for bookkeeping purposes only. The Administrator is not obligated to make any actual investment with respect to an Account.

	(iii)	Notwithstanding anything to the contrary in this Plan, no Participant may make further investments under the Plan in shares of Company Stock once Participants in the aggregate have invested in a total of 75,000 shares of Company Stock under the Plan.

(c)	The Administrator shall adjust the amounts credited to each Participants Account to reflect Fee Deferrals, investment experience, distributions and any other appropriate adjustments. Such adjustments shall be made as frequently as is administratively feasible.


5.	Distributions

	(a)	Payment .

		(i)	General . Except as otherwise provided herein, lump sum payments of vested amounts to a Participant shall be made on the first day of the month immediately following the date that the Participant terminates service as a director of the Company or such other date as may be specified in the Fee Deferral Election. Payment of amounts deemed invested in a money market account shall be paid in cash. Payment of amounts deemed invested in Company Stock shall be paid in Company Stock.

		(ii)	Unforeseeable Emergency .


			(A)	General . In the event of an Unforeseeable Emergency (as defined below), the Participant may apply to the Committee for the distribution of all or any part of the individual’s vested Account balance. The Committee shall have the discretion, subject to the provisions of this Section 5(a)(ii), as to whether to permit such a distribution and the amount of any such distribution.

			(B)	Definition of Unforeseeable Emergency . For the purposes of this Section 5(a)(ii), an Unforeseeable Emergency is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Code without regard to section 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances constituting an Unforeseeable Emergency shall depend upon the facts of each case, but, in any event, a distribution on account of an Unforeseeable Emergency shall not be made to the extent that such condition is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under this Plan and/or under any cash-or-deferred arrangement maintained by the Company.

			(C)	Procedure . A Participant must request an Unforeseeable Emergency distribution on a form provided by and filed with the Committee no later than the 60 ^th day after the event causing the Unforeseeable Emergency or, if more than one event shall cause the Unforeseeable Emergency, the last of such events. The Participant shall, no later than the 70 ^th day after the such event or last such event, as the case may be, provide such information and documentation as the Committee shall require in order to substantiate the existence of the Unforeseeable Emergency and to calculate the amount to which the Participant may be entitled by reason thereof, provided, however, that if, due to circumstances beyond the control of the Participant, the Participant is unable to provide such information within such period, the Participant shall provide such information as soon as practicable after such period. The Committee shall, no later than the 90 ^th day after such event or last such event, as the case may be, make a determination as to whether an Unforeseeable Emergency exists, and the amount, if any, to which the Participant may be entitled, and pay such amount on the 90 ^th day, provided, however, that pursuant to Treasury Regulation section 1.409A-3(d), if Participant is unable to timely provide necessary information, the Committee’s determination and payment shall be within 30 days of the date Participant provides such information. The Committee may take into account in making such determination whether and the extent to which the Participant provided any necessary information in a timely manner.


	(D)	Payment . The amount determined by the Committee to be payable by reason of an Unforeseeable Emergency shall be paid in a single cash lump sum on the 90 ^th day after the event causing the Unforeseeable Emergency or, if more than one event shall cause the Unforeseeable Emergency, the last of such events.

(iii)	Death . Upon the death of a Participant, all vested amounts credited to his or her Account shall be paid within 30 days after the Participant’s death to his or her beneficiary or beneficiaries, as determined under Section 6.


(b)	Transferability .

	(i)	Each Participant is deemed to represent, and as a condition to the receipt of any distribution may be required to represent, that he or she will acquire Company Stock for Participant’s own account and not on behalf of others.

	(ii)	Participant’s rights hereunder are not transferable by the Participant, whether by sale, assignment, exchange, pledge, or hypothecation, or by operation of law or otherwise.

	(iii)	Federal and state securities laws govern and restrict the right to offer, sell or otherwise dispose of any Company Stock unless otherwise covered by a Form S-8 or unless the offer, sale or other disposition thereof is otherwise registered under the Securities Act of 1933, as amended, (the “1933 Act”) and state securities laws or, in the opinion of the Company’s counsel, such offer, sales or other disposition is exempt from registration thereunder. The Company is not required to file a Form S-8 or any other registration statement. Participant will in no event offer, sell or otherwise dispose of any Company Stock in any manner which would: (i) require the Company to file any registration statement (or similar filing under state laws) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause the Company to violate the 1933 Act, the rules and regulations promulgated thereunder or any other state or federal law. Stock certificates representing the Company Stock may bear an appropriate legend setting forth the foregoing restrictions and any restrictions on resales of such shares by affiliates.

	(iv)	The Company shall not be required to transfer on its books any Company Stock that shall have been sold or transferred in violation of any of the provisions set forth herein, or to treat any transferee to whom such shares have been so sold or transferred as a stockholder of the Company.


	(c)	No Rights as a Stockholder . Until Participant receives a certificate for Company Stock, Participant shall not be entitled to any rights of a stockholder with respect to such shares. Without limiting the generality of the foregoing, Participant shall not have the right to vote the Company Stock or to receive dividends and/or other distributions declared on such shares.

6.	Beneficiaries

	(a)	Beneficiaries . Each Participant may from time to time designate one or more persons (who may be any one or more members of such Participant’s family or other persons, administrators, trusts, foundations or other entities) as his or her beneficiary under this Plan. Such designation shall be made on a form prescribed by the Administrator. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation on a form prescribed by the Administrator. If the beneficiary does not survive the Participant (or is otherwise unavailable to receive payment) or if no beneficiary is validly designated, then the amounts payable under this Plan shall be paid to the Participant’s surviving spouse, if any, and, if none, to the Participant’s estate and such person shall be deemed to be a beneficiary hereunder. If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated on the applicable form. If a beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.

	(b)	Lost Beneficiary .

		(i)	All Participants and beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid.

		(ii)	If a Participant or beneficiary cannot be located by the Administrator exercising due diligence, then, in its sole discretion, the Administrator may presume that the Participant or beneficiary is deceased for purposes of this Plan and any unpaid amounts (net of due diligence expenses) owed to the Participant or beneficiary shall be paid accordingly. Any such presumption of death shall be final, conclusive and binding on all parties.

7.	Funding

	(a)	Prohibition Against Funding. Should any investment be acquired in connection with the liabilities assumed under this Plan, it is expressly understood and agreed that the Participants and beneficiaries shall not have any right with respect to, or claim against, such assets nor shall any such purchase be construed to create a trust of any kind or a fiduciary relationship between the Company and the Participants, their beneficiaries or any other person. Any such assets (including any amounts deferred by a Participant) shall be and remain a part of the general, unpledged, unrestricted assets of the Company, subject to the claims of its general creditors. It is the express intention of the parties hereto that this arrangement shall be unfunded. Each Participant and beneficiary shall be required to look to the provisions of this Plan and to the Company for enforcement of any and all benefits due under this Plan, and to the extent any such person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. The Company shall be designated the owner and beneficiary of any investment acquired in connection with its obligation under this Plan.


8.	Administration of the Plan

	(a)	Committee as Administrator . The Compensation Committee of the Company’s Board of Directors (or any other committee designated by the Board of Directors) shall be the Administrator.

	(b)	Actions Taken by the Committee . All resolutions or other actions taken by the committee at a meeting shall be by the affirmative vote of a majority of those present at the meeting. More than half of the members must be present to constitute a quorum for a meeting. Any member of the committee may sign any document or instrument requiring the signature of the committee or otherwise act on behalf of the committee, unless otherwise directed by the committee. The committee may adopt such additional rules of procedures and conduct as it deems appropriate.

	(c)	Duties of the Administrator . The Administrator shall undertake all duties assigned to it under the Plan and shall undertake all actions, express or implied, necessary for the proper administration of the Plan. All actions and decisions of the Administrator shall be made in its sole discretion, unless expressly otherwise provided in the Plan. The Administrator’s duties and responsibilities include, but are not limited to, the following:

		(i)	adopting and enforcing such rules and regulations that it deems necessary or appropriate for the administration of the Plan in accordance with applicable law;

		(ii)	interpreting the Plan, in its sole discretion, with its good faith interpretation thereof to be final and conclusive on any Participant, former Participant, beneficiary or other party;

		(iii)	deciding all questions concerning the Plan, including the eligibility of any person to participate in the Plan in accordance with the Plan provisions;

		(iv)	computing the amounts to be distributed to any Participant or beneficiary in accordance with the provisions of the Plan, determining the person or persons to whom such amounts will be distributed and determining when such amounts will be distributed;


		(v)	authorizing the payment of distributions;

		(vi)	keeping such records and submitting such filings, elections, applications, returns or other documents or forms as may be required under the Code and applicable regulations, or under other federal, state or local law and regulations; and

		(vii)	appointing such agents, counsel, accountants and consultants as may be required to assist in administering the Plan.

	(d)	Expenses . All expenses of Plan administration and operation, including the fees of any agents or counsel employed and including any expenses attributable to a termination of the Plan, shall be paid by the Company. To the extent that the Company may be liable for withholding tax, the Administrator, in its sole discretion, may charge such expenses to the benefits due to the applicable Participant or beneficiary.

9.	General Provisions

	(a)	No Assignment. Benefits or payments under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or a Participant’s beneficiary, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish the same shall not be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or torts of any Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the terms of this Plan, except to such extent as may be required by law. If any Participant or beneficiary or any other person entitled to a benefit or payment pursuant to the terms of this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish any benefit or payment under this Plan, in whole or in part, or if any attempt is made to subject any such benefit or payment, in whole or in part, to the debts, contracts, liabilities, engagements or torts of the Participant or beneficiary or any other person entitled to any such benefit or payment pursuant to the terms of this Plan, then such benefit or payment, in the discretion of the Administrator, shall cease and terminate with respect to such Participant or beneficiary, or any other such person.


(b)	Amendment and Termination .

	(i)	Except as otherwise provided in this Section 9(b), the Company shall have the sole authority to modify, amend or terminate this Plan; provided, however, that any modification or termination of this Plan shall not reduce, alter or impair, without the consent of a Participant, a Participant’s right to any amounts already credited to his or her Account on the day before the effective date of such modification or termination. The Company may provide for the payment during the 30-day period following the termination of the Plan of all amounts then credited to Participants’ Accounts, to the extent provided under Treasury Regulation section 1.409A-3(j)(4)(ix). Any such decision to pay outstanding Accounts shall apply to all Participants.

	(ii)	Any funds remaining in the Plan after termination of this Plan and satisfaction of all liabilities to Participants and others shall be returned to the Company.

(c)	Construction . All questions of interpretation, construction or application arising under or concerning the terms of this Plan shall be decided by the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.

United Rentals, Inc. Deferred Compensation Plan for Directors
Fee Deferral Election


Name: __________________________		Social Security Number: _______________


1.	Deferral of Fees. I hereby elect to participate in the United Rentals, Inc. Deferred Compensation Plan for Directors (the “Plan”) by deferring receipt of ______% of my director fees received from the Company beginning ______________ (date) and continuing until further notice.

2.	I acknowledge that I have received a copy of the Plan and that I understand the risks of making this deferral election. I further understand that such deferred amounts will be tracked in a bookkeeping account and will remain subject to the claims of the Company’s creditors until such amounts are distributed to me. I also make the representation referred to in Section 5(b) of the Plan.

3.	Deemed Investments. I hereby request that the Plan Administrator credit my deferred amounts as follows. I understand my Account is for bookkeeping purposes only and the Administrator is under no obligation to actually invest any amounts pursuant to these investment instructions:


(i)	Money Market Account:	__________________%
(ii)	Company Stock:	__________________%


4.	Distributions. Subject to the Plan, distribution of the amounts deferred under this Fee Deferral Election, together with any income credited to such amounts, shall be paid to me on [check one of the following]:


o	the first day of the month immediately following the date that I terminate service as a director of the Company.	o	_______________________ (insert date).


	Note : The distribution date selected cannot be changed with respect to amounts deferred pursuant to this Fee Election.

	Amounts deemed invested in a money market account shall be paid in cash and amounts deemed invested in Company stock shall be paid in stock. I understand that if I do not select a payment date above, I will receive the amounts deferred under this Fee Deferral Election in a lump sum on the first day of the month immediately following the date that I terminate service as a director. I understand the restrictions on transferability set forth in the Plan.


5.	Death Benefits. I hereby designate the following person(s) to receive any death benefits under the Plan. I understand that it is my responsibility to inform the Company of any changes to such person(s)’ address and telephone number.


Beneficiary Name: ________________________________________________		Relationship: __________________

Address: ____________________________________________________________________________________________

Telephone Number: ___________________________________________________________________________________


_______________________		____________________________________
Date		Signature of Director

Exhibit 10.3

UNITED RENTALS, INC.
RESTRICTED STOCK UNIT DEFERRAL PLAN
(as amended and restated effective December 16, 2008)

Preamble

This United Rentals, Inc. Restricted Stock Unit Deferral Plan (the “Plan”) is an unfunded deferred compensation arrangement designed to attract and retain a select group of employees of United Rentals, Inc. (the “Company”). The Plan originally was adopted in 2004 and was amended and restated in December 2008 to comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended.

The Company maintains the United Rentals, Inc. 2001 Senior Stock Plan which allows for the grant of restricted stock unit awards (“Awards”) to officers and directors of the Company. The purpose of this Plan is to enable personnel who receive such Awards to elect to defer receipt of the voting common stock of the Company (the “Company Stock”) payable upon the vesting and settlement of such Award.

1. Definitions

1.1 “Award Proceeds” means the cash or Company Stock distributed upon the vesting of an Award.

1.2 The “Credit Date” for any deferred Award Proceeds shall mean the date, determined by the Company, within five(5) business days following the vesting date for an Award with respect to which the Award Proceeds have been deferred hereunder on which the Company shall credit such deferred amounts to a Subaccount pursuant to Section 3 herein.

1.3 “Deferral Election Form” shall mean a written notice to be completed by a potential Participant and delivered to the Company indicating a desire to defer all or a portion of such potential Participant’s Award Proceeds for an Award and setting forth the information described in subsection 2.3 herein (a form of which is attached hereto as Exhibit A).

1.4 “Deferral Period” shall mean the period commencing on the applicable vesting date for any particular Award, delineated in full one-year increments not longer than ten (10) years, with respect to which a Participant has chosen to defer any portion of his or her Award Proceeds.

1.5 “Deferred Stock Units” shall mean the stock units into which the deferred amounts credited to a Subaccount are delineated pursuant to Section 4 herein.

1.6 The “Distribution Date,” with respect to any Participant’s deferred Award Proceeds for any Award, shall mean the date determined by the Company, in its sole discretion, that is within five (5) business days following the end of the Deferral Period chosen by such Participant pursuant to subsections 2.2 and 2.3 hereof.

1.7 “Fair Market Value” of the Company Stock with respect to any date shall mean the average of the high and low sale prices of one share of Company Stock as reported on the principal national securities exchange on which the Company Stock is listed and traded or the NASDAQ Stock Market on the date of determination, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported. If the Company Stock is not listed on an exchange or quoted on the NASDAQ Stock Market, or representative quotes are not otherwise available, the “Fair Market Value” of the Company Stock shall mean the amount determined by the Board of Directors of the Company to be the fair market value based upon a good faith attempt to value the Company Stock accurately.

1.8 A “Participant” shall mean an Award recipient (i) who is a member of a select group of management or highly compensated employees of the Company for the Performance Period, (ii) who is designated by the Company as being eligible to make a deferral election hereunder with respect to such Award, and (iii) who has made a voluntary election hereunder to defer all or part of his or her Award Proceeds for such Award.

1.9 A “Subaccount” shall mean a deferral subaccount for a Participant established by the Company under subsection 3.1 hereof.

1.10 A “Terminating Event” shall mean an event described in section 6 hereof. 1.13. A “Termination Date” shall mean the date of any Terminating Event.

2. Voluntary Deferral

2.1 As part of the Award agreement, the Company shall inform each potential Participant that he or she may elect to defer receipt of all or part of the Award Proceeds which may become payable for any such Award by an election made pursuant to this Plan and the maximum percentage of such Award Proceeds that may be voluntarily deferred hereunder.

2.2 Subject to the maximum percentage established by the Company under subsection 2.1 herein, a potential Participant may elect to defer all or any part of his or her Award Proceeds for a particular Award. An election to defer receipt of all or part of the Award Proceeds for a particular Award shall be made by completing and delivering a Deferral Election Form to the Company on a date that is both (i) within thirty (30) days following the date the Award is granted and (ii) at least one year prior to the vesting date with respect to such Award Proceeds. A Participant’s deferred Award Proceeds shall be automatically deferred and credited to a Subaccount on the Credit Date following the vesting date with respect to such Award Proceeds.

2.3 Each notice of deferral made pursuant to subsection 2.2 hereof shall state (a) the percentage of the Award Proceeds (subject to the maximum percentage established by the Company for each Participant for such Award) for such Award which a Participant elects to defer into a Subaccount established in the name of such Participant, (b) the length of the Deferral Period after which such deferred amount is to be distributed, and (c) if desired, the name of one or more beneficiaries to whom the deferred amounts are to be distributed upon the Participant’s death.

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2.4 Any portion of the Award Proceeds that is voluntarily deferred pursuant to this Section 2 shall be distributed in a lump sum distribution on the respective Distribution Date, unless distributed earlier on account of a Terminating Event.

2.5 Each notice of deferral made pursuant to subsection 2.2 hereof shall be irrevocable and, with respect to the portion of any Award Proceeds which a Participant elects to defer, the Participant shall have no right to distribution thereof otherwise than on account of a Distribution Date or a Terminating Event.

2.6 Notwithstanding anything herein to the contrary, upon application by a Participant, the Company may, in its sole discretion, allow for a re-deferral election upon such terms and conditions that it deems appropriate.

3. Establishment of Subaccounts

3.1 Immediately after a Participant elects to defer Award Proceeds, the Company shall establish, for bookkeeping purposes only, a separate Subaccount for each Participant. A Participant’s deferred Award Proceeds attributable to each Award, minus any amount required to be withheld pursuant to Section 3121(v) of the Internal Revenue Code of 1986, as amended from time to time (“Section 3121(v)”), shall be provisionally credited to the appropriate Subaccount on the Credit Date following the applicable vesting date. Deferred amounts shall be delineated in the form of Deferred Stock Units, with each Deferred Stock Unit having a value equal to the Fair Market Value of one share of Company Stock as of the Credit Date. At the time of such provisional crediting, the Company shall subtract from the amount to be credited the appropriate amount to be withheld for purposes of Section 3121(v) and shall remit an amount equal to such withholding amount to the appropriate taxing authorities in satisfaction of the requirements of Section 3121(v).

4. Investment of Deferred Amounts

4.1 Any part of the Award Proceeds which a Participant elects to defer, as provided in Section 2 hereof, and which is provisionally credited to a Subaccount established in the name of such Participant, shall be deemed invested in Company Stock and delineated in Deferred Stock Units. Each Deferred Stock Unit shall appreciate or depreciate in value from the Credit Date through the Distribution Date or earlier Termination Date in the same manner and at the same rate as one share of Company Stock. To the extent that dividends are paid on shares of Company Stock, each Deferred Stock Unit shall accrue dividend equivalents having equal value to the value of the dividends paid on one share of Company Stock. Such dividend equivalents shall be credited to each Participant’s Subaccount on the regular dividend payment date for the Company Stock and delineated in full or partial Deferred Stock Units.

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5. Payment of Deferred Amounts

5.1 The Deferred Stock Units shall be paid out in a lump sum to the respective Participants, or their chosen beneficiaries (or estate if no beneficiaries are chosen or if no such chosen beneficiaries survive the Participant) in the event of death, (i) on the respective Distribution Date or (ii) following a Termination Date as stipulated in Section 6 below.

5.2 Deferred Stock Units will be distributed in shares of Company Stock on a one to one ratio. Any deferred amount distributed hereunder is compensation income to the respective Participant and is subject to applicable tax withholding. The Company may deduct from any distribution hereunder an amount up to the minimum amount necessary to satisfy all federal, state and local taxes as required by law to be withheld with respect to such distribution. In addition or in the alternative, the Company may require a Participant to pay to the Company an amount up to the minimum amount necessary for the Company to satisfy all federal, state and local taxes as required by law to be withheld and in such event the Company may condition distribution on payment of such withholding amount and postpone distribution of the deferred amounts until such withholding amounts are paid to the Company by the Participant. Partial Deferred Stock Units, whether created through the crediting of dividend equivalents or as a result of tax withholding, shall be distributed in cash having a value equal to the value of the partial Deferred Stock Unit based on the Fair Market Value of the Company Stock on the date of distribution.

6. Termination

6.1 Following the Termination Date with respect to a Terminating Event, the corresponding amounts attributable to Deferred Stock Units credited to Participants’ Subaccounts established hereunder shall be distributed to Participants or their beneficiaries, as the case may be, as set forth below.

6.2 The termination and liquidation of the Plan shall be a Terminating Event with respect to all Subaccounts. In such an event, amounts attributable to Deferred Stock Units credited to all Subaccounts shall be distributed to Participants at such time as shall be determined by the Administrator pursuant to Treasury Regulation section 1.409A-3(j)(4)(ix).

6.3 The following events shall constitute Terminating Events with respect to each individual Subaccount maintained in the name of a Participant:


	(a)	the death of the Participant;

	(b)	the Participant’s separation from service with the Company, as such term is defined in the Treasury Regulations issued under Section 409A of the Code; or

	(c)	the presentation by any Participant to the Board of Directors of the Company of satisfactory evidence of a final determination by a court of competent jurisdiction from which no appeal is or can be taken, or, in the event that no litigation is pursued, the final determination by the United States Internal Revenue Service, or analogous taxing authority of another jurisdiction, that all or a portion of such Subaccount is currently taxable or taxable in any prior year to the Participant, or a change in the tax laws of the United States, or any other applicable jurisdiction, having the same effect (but only the amount necessary to cover any such taxes, penalties and/or interest due to the applicable taxing authority shall be distributed).

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7. Right to Deferral Account

7.1 No Participant shall have any property interest whatsoever in any Subaccount. Nothing contained herein and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship between any Participant and the Company. Any amounts which may be set aside by the Company for the purpose of satisfying the Company’s obligations hereunder shall continue for all purposes to be a part of the general assets of the Company and subject to the claims of its general creditors, and no person other than the Company shall have, by virtue of the provisions of this Plan, any interest in such amounts. To the extent that a Participant acquires a right to receive a distribution of Deferred Stock Units, such right shall create no right of action by the Participant against the Company greater than the right of any unsecured general creditor of the Company.

7.2 Notwithstanding any provision to the contrary contained herein, no provision in this Plan shall create or be construed to create any claim, right or cause of action against the Company arising from any diminution in the value of any of the Subaccounts in connection with the deemed investment of such Subaccount in accordance with Section 4 hereof. The liability of the Company under this Plan shall be limited to the value of each of the Subaccounts as computed in accordance with Section 4 hereof.

8. Prohibition of Transfer and Assignment

8.1 The right of a Participant or any other person to any payment under this Plan shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution, and any attempted assignment or transfer shall be null and void.

9. Authority to Construe Plan; Claims Procedures

9.1 Administration. The Compensation Committee of the Board of Directors of the Company shall act as the Plan administrator and shall have full power and authority to interpret, construe, administer and make determinations under the Plan (the “Administrator”), and the Administrator’s interpretations and construction thereof, and actions thereunder, including any determination of the amount of any deferred Award Proceeds shall be binding and conclusive on all persons for all purposes. Neither the Administrator, the Company, nor any officer or employee thereof shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or its own willful violation of the terms of the Plan. The Administrator, and any employee or officer thereof, shall be indemnified by the Company for any liabilities costs and expenses (including without limitation reasonable attorneys’ fees) incurred by him or her as a result of actions taken, or not taken, in good faith and without gross negligence or willful misconduct in connection with the administration of the Plan.

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9.2 Claim. A Participant or his beneficiary or authorized representative (each one being hereinafter referred to as a “Claimant”) who expects a benefit under the Plan which he has not received may file a formal claim for benefits under the Plan with the Administrator. The Administrator shall review the claim and render a determination relating to the claim based on this Plan document (including the Administrator’s power and authority to interpret and construe the Plan and to make rules relating to the administration of the Plan) and consistent with prior determinations rendered with respect to similarly situated claims. The Administrator shall notify the Claimant within 90 days of the receipt of the claim of the Administrator’s determination relating to the claim, unless the Administrator determines that special circumstances require an extension of time for processing a claim, in which case the Administrator shall notify the Claimant of the extension within 90 days of receipt of the claim, specifying the special circumstances requiring an extension and the date by which it expects to render a determination on the claim, which determination must be rendered and notice given to the Claimant no later than the 180 ^th day following the receipt of the claim. If an extension is required because the Claimant failed to submit the information necessary to decide a claim, the time period for making a benefit determination set forth in the prior sentence shall be tolled from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information. The determination notice shall be in writing, sent by regular mail to the address specified by the Claimant or if none is specified to the Claimant’s last known address, and must contain the following information:


	(a)	The specific reasons for a determination adverse to the Claimant, if applicable;

	(b)	The specific reference to the pertinent Plan provision(s) on which the determination is based;

	(c)	If applicable, a description of any additional information or material necessary to perfect the claim, and an explanation of why such information or material is necessary; and

	(d)	An explanation of the claims review procedure and the time limitations of the review procedure applicable thereto, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an appeal of any adverse benefit determination, if applicable.

For purposes of the claims procedures in this Section 9, claims, notifications and determinations shall be deemed to be received when actually received and parties shall be deemed to be notified and a notification shall be deemed to be sent or submitted on the date that such notification is postmarked or actually delivered by courier if not mailed.

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9.3 Appeal Procedure . A Claimant is entitled to request an appeal of any adverse determination of his claim by the Administrator. The request for appeal must be submitted in writing within 60 days of the receipt by the Claimant of the notification of an adverse claim determination. Absent a request for appeal within the 60-day period, the determination of the Administrator regarding the claim will be deemed to be final and conclusive. During the appeal process, the Claimant shall have a reasonable opportunity to submit written confluents, documents, records and other information relating to the claim and shall be entitled, free of charge, to reasonable access to and copies of all documents, records and other information relevant to the claim. The Administrator shall review the appeal of the initial claim determination (including all comments, documents, records and other information submitted by the Claimant, regardless of whether such information was submitted with the original claim) and render a final determination.

9.4 Final Determination . Within 60 days following receipt by the Administrator of the Claimant’s request for appeal, the Administrator shall render a final determination relating to the claim, unless the Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, in which case the Administrator shall notify the Claimant of such extension within 60 days following receipt by the Administrator of the request for appeal, specifying the special circumstances requiring an extension and the date by which it expects to render a final determination on the appeal, which determination must be rendered and notice given to the Claimant no later than the 120 ^th day following the receipt by the Administrator of the request for appeal. If an extension is required because the Claimant failed to submit the information necessary to decide a claim, the time period for making a benefit determination set forth in the prior sentence shall be tolled from the date on which the extension notification is sent to the Claimant until the date on which the Claimant responds to the request for additional information. The final determination shall be made in writing to the Claimant. The final determination shall (i) recite the specific reasons for a determination adverse to the Claimant, if applicable, with specific reference to the pertinent Plan provision(s) on which the determination is based, (ii) state that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim and (iii) state that the Claimant has a right to bring an action under Section 502(a) of ERISA, if applicable.

10. General Provisions

10.1 This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns and any Participant, his heirs, executors, administrators and legal representatives.

10.2 This Plan is intended to comply with all applicable provisions of Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “ Section 409A ”), and this Agreement shall be construed and administered in accordance with such intent.If you are a “specified employee” within the meaning of the Section 409A at the time of your “separation from service” within the meaning of Section 409A, then any payment otherwise required to be made to you hereunder on account of your separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made until the first business day after (i) the expiration of six months from the date of your separation from service, or (ii) if earlier, the date of your death.

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10.3 This Plan does not create an employment relationship between the Company and any Participant, and does not create in any Participant any right or obligation to continue to provide services to the Company for any length of time, and does not create in or on the part of any Participant or the Company any rights except those set forth herein.

10.4 The Company may terminate or amend this Plan in whole or in part at any time. Specifically, this Plan, as it relates to amounts previously deferred hereunder and to future deferrals, (i) may be amended by the Company at any time (without the consent of Participants) to take advantage of any tax deferral methods or strategies allowed by or liberalized by, and (ii) shall be amended (without the consent of Participants) to eliminate or amend any provision of this Plan that is proscribed by, in either case, any legislative changes relating to or regulatory, administrative or judicial action interpreting the law governing non-qualified deferred compensation for deferral arrangements similar to this Plan enacted, promulgated or decided following the execution of this Plan.

10.5 Illegality of any provision hereunder shall not affect enforceability of any other provision hereunder.

10.6 This Plan shall be construed in accordance with and governed by the laws of the State of Connecticut without reference to the conflict of laws provisions thereof.

10.7 Any controversy, claim or dispute arising out of or relating in any way, directly or indirectly, to the Plan, including the amount due any Participant hereunder, or the terms of the payment thereof, shall be finally resolved by arbitration in Fairfield County, Connecticut in accordance with the rules of the American Arbitration Association then in effect relating to commercial arbitration.

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Exhibit 10.4

UNITED RENTALS, INC.

ANNUAL INCENTIVE COMPENSATION PLAN
(as amended and restated, effective December 16, 2008)

ARTICLE I
PURPOSE

The purpose of the Annual Incentive Compensation Plan (the “Plan”) is to advance the interests of United Rentals, Inc. (the “Company”) by rewarding selected senior executives of the Company for their significant contributions to the growth, profitability and success of the Company from year to year.

The Company intends that compensation payable under the Plan will constitute “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The Plan shall be administered and construed in a manner consistent with such intent.

Subject to approval by the Company’s stockholders, the Plan shall be effective as of January 1, 2004.

ARTICLE II
DEFINITIONS

2.1 Award: The amount due a Participant under the Plan for a Performance Period, as determined by the Committee.

2.2 Board: The Board of Directors of the Company.

2.3 Business Unit: A division or line of business of the Company.

2.4 Code: The Internal Revenue Code of 1986, as amended; references to particular provisions of the Code shall include any amendments thereto or successor provisions and any rules and regulations promulgated thereunder.

2.5 Committee: The Compensation Committee of the Board (or a special committee of the Board with responsibilities relating to executive compensation), which shall be comprised of at least two or more individuals who qualify as “outside directors” within the meaning of Section 162(m) of the Code and as “independent directors” under the Corporate Governance Rules of the New York Stock Exchange.

2.6 Company: United Rentals, Inc., a Delaware corporation, or any successor thereto and each Subsidiary.

2.7 Covered Employee: The Chief Executive Officer of the Company and any other Participant determined by the Committee to be a “covered employee” within the meaning of Section 162(m) of the Code whose “applicable employee remuneration” (within the meaning of Section 162(m) of the Code) for any year is expected to exceed $1,000,000.

2.8 Disability: Disability, as defined in a Participant’s employment agreement with the Company, if any, or, absent an agreement, the Participant’s inability to perform his or her material duties due to illness, physical or mental disability or other incapacity, as evidenced by a written statement of a physician licensed to practice in any state in the United States mutually agreed upon by the Company and the Participant, which disability or other incapacity continues for a period in excess of 180 days in any 12-month period.

2.9 Exchange Act: The Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

2.10 Participant: For any Performance Period, an executive or other key employee of the Company designated by the Committee to participate in the Plan.

2.11 Performance Goal:


	2.11.1 For any Participant who is a Covered Employee, a nondiscretionary and objective financial or other performance measure established in writing by the Committee, based solely on one or more of the following business criteria as established by the Committee: (a) net income, earnings per share, pre-tax income, operating income, operating cash flow, return on invested capital, customer satisfaction, revenue growth, or credit quality (or any of the foregoing adjusted to exclude or include specified items as the Committee determines is appropriate to measure performance); and/or (b) objective individual performance, taking into account individual goals and objectives. With respect to any such Participant who is employed in a Business Unit, the criteria specified in clause (a) above may be based on results of the Business Unit or on a combination of those results and results for the Company.

	2.11.2 For any Participant who is not a Covered Employee, (i) any one or a combination of quantitative criteria (including, without limitation, the quantitative criteria specified in clause (a) of subsection 2.11.1), (ii) qualitative criteria measuring individual performance, taking into account individual goals and objectives or (iii) a combination of the quantitative and qualitative criteria referred to in the preceding two clauses. With respect to any such Participant who is employed in a Business Unit, the quantitative and qualitative criteria may be based on results for the Business Unit or on a combination of those results and results for the Company.

2.12 Performance Period: The fiscal year of the Company, which is the calendar year, or any other period designated by the Committee with respect to which an Award may be made.

2.13 Plan: The United Rentals, Inc. Annual Incentive Compensation Plan, as herein set forth and as it may be amended from time to time.

2.14 Subsidiary: Any corporation that is a direct or indirect subsidiary of the Company, the earnings of which are consolidated with the earnings of the Company for financial reporting purposes.

2.15 Target Allocation: A Participant’s target annual bonus opportunity, which shall be a dollar amount equal to a percentage of a Participant’s base salary as of the first day of the Performance Period, as determined by the Committee.

2.16 Termination for Good Reason: Termination of a Participant’s employment by the Company for “Good Reason,” as defined in the Participant’s employment agreement, if any. Except as otherwise provided by the Committee, a Participant shall not be entitled to payment of an Award under Section 8.1 pursuant to a Termination for Good Reason unless such Participant is a party to an employment agreement with the Company that contains a “Good Reason,” constructive discharge or similar termination provision, and his or her employment has terminated as a consequence of any such provision.

2.17 Termination Without Cause: Termination of a Participant’s employment by the Company without “Cause,” as defined in the Participant’s employment agreement with the Company, if any, or, absent an agreement defining “Cause,” termination of the Participant’s employment by the Company for any reason other than (i) failure to perform substantially his or her duties with the Company (other than such failure resulting from Disability or retirement), (ii) engagement in conduct materially and demonstrably injurious to the Company that is not cured within 30 days after notice, (iii) violation of non-competition or non-solicitation prohibitions or of confidentiality requirements imposed on the participant under common law or under the terms of any agreement with the Company or (iv) fraud, embezzlement or conviction of any crime, other than a traffic offense not involving a felony.

ARTICLE III
ADMINISTRATION

3.1 The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum. Committee decisions and determinations shall be made by a majority of its members present in person or by telephone at a meeting at which a quorum is present. To the maximum extent permitted by law, the actions of the Committee with respect to the Plan shall be final and binding on all affected Participants. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings, written records of its determination to the extent required by Code Section 162(m) and shall make such rules and regulations for the conduct of its business and make such other written determination as it shall deem advisable.

3.2 The Committee shall have full authority, subject to the provisions of the Plan (i) to select Participants and determine the extent and terms of their participation; (ii) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan; (iii) to construe and interpret the Plan, the rules and regulations adopted thereunder and any notice or Award Certificate given to a Participant; and (iv) to make all other determinations that it deems necessary or advisable in the administration of the Plan.

3.3 The Committee may employ attorneys, consultants, accountants or other persons, and the Committee, the Company and its officers and directors may rely on the advice, opinions or valuations of any such persons. No member of the Committee shall be personally liable for any action, determination or interpretation taken or made in good faith by the Committee with respect to the Plan or any Award hereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

3.4 For any Performance Period, the Committee shall (i) designate the executives of the Company who shall participate in the Plan, (ii) establish Performance Goals for each Participant and certify the extent of their achievement and (iii) determine each Participant’s Award.

ARTICLE IV
PARTICIPATION

4.1 Only executives or other key employees of the Company who, in the Committee’s judgment, have contributed, or have the capacity to contribute, in a substantial measure to the successful performance of the Company for a given Performance Period, shall be eligible to participate in the Plan for that Period. The Committee, in its sole discretion, shall select the Participants.

4.2 In selecting Participants for any Performance Period, the Committee shall take into account such factors as the individual’s position, experience, knowledge, responsibilities, advancement potential and past and anticipated contribution to Company performance.

ARTICLE V
PERFORMANCE GOALS

5.1 Within 90 days after the beginning of a Performance Period that is a full calendar year (or, if the Period is shorter, before 25% of the Period has elapsed), the Committee shall establish Performance Goals for each Participant for such Performance Period.

5.2 Performance Goals established by the Committee for any Performance Period may differ among Participants. The Performance Goals of any Participant who is a Covered Employee shall be based on any one or a combination of the criteria set forth in Section 2.11.1. The Performance Goals of any Participant who is not a Covered Employee shall be based on any one or a combination of the criteria set forth in Section 2.11.2.

5.3 In establishing Performance Goals for any Performance Period, the Committee shall determine, in its discretion but subject to the applicable provisions of Sections 5.2 and 2.11, the categories and criteria to be used in measuring each Participant’s performance and the percentage allocation for each of the categories and for each of the criteria, the sum of which allocations, respectively, shall equal 100 percent. The Committee shall also determine for each Participant for the Performance Period (i) a threshold level of performance, as against the applicable categories and criteria, below which no Award will be payable, (ii) a Target Allocation, and (iii) a maximum incentive opportunity. A Participant’s maximum incentive opportunity for any calendar year may not exceed the greater of (a) 200 percent of his or her base salary as of the first day of such year or other Performance Period (not to exceed $2,000,000 per annum) or (b) 1 percent of the Company’s earnings before income taxes, as reported in the Company’s audited consolidated financial statements, but before taking into account (a) any losses from discontinued operations, (b) extraordinary gains and losses and (c) the cumulative effect of accounting changes.

ARTICLE VI
DETERMINATION OF AWARDS

6.1 When the Committee has determined the performance categories and criteria that establish a Participant’s Performance Goals for any Performance Period, a Target Allocation, and a maximum and minimum incentive opportunity, as described in Section 5.3, it shall communicate this information in writing to the Participant.

6.2 As soon as practicable following verification by the Company’s independent public accountants of financial results for any Performance Period and receipt of information regarding the actual performance of Participants against their respective Performance Goals for the Period, the Committee shall certify the extent to which each Participant achieved his or her Performance Goals for the Period.

6.3 Based on the information certified in accordance with Section 6.2, the Committee shall determine each Participant’s Award for the Performance Period by multiplying his or her Target Allocation for the Period by the percentage representing the extent of achievement of his or her Performance Goals for the Period.

6.4 Notwithstanding the provisions of Section 6.3, the Committee may, in its discretion, reduce or eliminate a Participant’s Target Allocation for any Performance Period based on such objective or subjective criteria as it deems appropriate to take into account circumstances that could not have been anticipated when it established the Participant’s Performance Goals for the Period. The amount as finally determined by the Committee shall constitute the Participant’s Award for the Period.

6.5 In no event may the Committee increase the amount payable under the Plan to a Participant who is a Covered Employee.

ARTICLE VII
PAYMENT OF AWARDS

7.1 Except as provided in Section 7.2, a Participant’s Award for any Performance Period shall be paid in a cash lump sum within 60 days after the Committee’s determination of the amount in accordance with Article VI, but in no event later than March 15 of the year following the year in which the Performance Period ended.

7.2 From time to time, the Committee, in its discretion (under uniform rules applicable to all Participants), may offer Participants the opportunity to defer receipt of all or a portion of the Award for the Performance Period. Any election to defer shall be made prior to the beginning of the Performance Period; provided that, to the extent permitted under Treasury Regulation section 1.409A-2(a)(7), for the year in which an executive of the Company first becomes eligible to participate in the Plan, such election to defer must be made by a Participant not later than 30 days following the date he or she is selected by the Committee to participate in the Plan. Deferrals shall be in increments of 20 percent of the Participant’s base salary for the Period.

Deferred amounts are not forfeitable and shall be paid after termination of employment with the Company. They constitute unfunded general obligations of the Company.

Deferred amounts shall be credited with an interest equivalent amount until the time of final payment at a rate determined by the Committee from time to time. The amount deferred for any Performance Period plus all interest equivalents thereon shall be paid in a single sum or in up to 15 annual installments, as specified by the Participant when making a deferral election. A lump sum will be paid on the 30 ^th day following the Participant’s termination of employment and installment payments will be made during the year in which the Participant terminates employment and in each succeeding year until all installments have been paid.

7.3 Each Participant shall designate, in a manner prescribed by the Committee, a beneficiary to receive payments due under the Plan in the event of his or her death. If a Participant dies prior to the date of payment of his or her Award for any Performance Period prior or to receipt of all amounts, if any, that were deferred, and if no properly designated beneficiary survives the Participant, the Award or any other amount due shall be paid to his or her estate or personal representative. Payments to a Participant’s beneficiary or estate or personal representative, as applicable, shall be made on the same dates as such payments would have been made to the Participant.

ARTICLE VIII
TERMINATION OF EMPLOYMENT

8.1 Except as otherwise provided in a Participant’s employment agreement, if any, if a Participant’s employment with the Company terminates prior to the date for payment of an Award (“Award Payment Date”) by reason of retirement on or after attainment of age 65 (or at such earlier age as is provided in a Participant’s employment agreement), Disability, Termination Without Cause, Termination for Good Reason or for any other reason specifically approved in advance by the Committee, the Committee shall determine the Participant’s Award as if he or she were employed on the Award Payment Date and the Participant shall be entitled to receive the prorated portion of the Award (not exceeding 100%), based on service from the beginning of the Performance Period to the date of termination of his or her employment.

8.2 Except as otherwise provided in a Participant’s employment agreement, if any, if a Participant’s employment with the Company terminates prior to the Award Payment Date for an Award for any Performance Period, for any reason other than as provided in Section 8.1, he or she shall forfeit any right to receive an Award for such Performance Period.

8.3 Notwithstanding anything herein to the contrary, to the extent necessary to avoid the imposition of tax under section 409A, no distribution shall be made to a Participant who is a “specified employee” within the meaning of section 409(a)(2)(B)(i) until six months after the Participant’s termination of employment.

ARTICLE IX
TERMINATION AND AMENDMENT OF THE PLAN

9.1 The Company reserves the right, by action of the Board, to terminate the Plan at any time; provided that no termination of the Plan shall adversely affect the right of any Participant to receive an Award to which he or she would otherwise have been entitled but for the termination of the Plan. Subject to such earlier termination, the Plan shall have a term of five years from its effective date.

9.2 Subject to any restrictions under Section 162(m) of the Code, the Committee may amend the Plan at any time, provided that no amendment that would require the consent of the Company’s stockholders pursuant to the Code or the Exchange Act, or any other applicable law, rule or regulation, shall be effective without such consent. No amendment that adversely affects a Participant’s rights to, or interest in, an Award granted prior to the date of the amendment shall be effective unless the Participant shall have agreed to it in writing.

ARTICLE X
GENERAL PROVISIONS

10.1 Nothing in the Plan shall confer upon any employee a right to continue in the employment of the Company or affect any right of the Company to terminate a Participant’s employment.

10.2 The Plan is not a contract between the Company and any Participant or other employee, and participation in the Plan during one Performance Period shall not guarantee participation during any subsequent Performance Period.

10.3 A Participant may not alienate, assign, pledge, encumber, transfer, sell or otherwise dispose of any rights or benefits awarded hereunder prior to the actual receipt thereof; and any attempt to alienate, assign, pledge, sell, transfer or assign prior to such receipt, or any levy, attachment, execution or similar process upon any such rights or benefits shall be null and void.

10.4 The Plan shall be unfunded, and no provision shall be made at any time to segregate assets of the Company for payment of any amounts hereunder. No Participant, beneficiary or other person shall have any interest in any particular assets of the Company by reason of the right to receive incentive compensation under the Plan. Participants and beneficiaries shall have only the rights of a general unsecured creditor of the Company.

10.5 The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

10.6 If any provision of the Plan, or any specific action of the Committee, would cause one or more Awards for Covered Employees not to constitute “qualified performance-base compensation” under Section 162(m) of the Code, that provision shall be construed so as to prevent such result or, to the extent not practicable, shall be severed from and deemed not to be a part of the Plan, but the other provisions of the Plan shall remain in full force and effect.

10.7 The Company shall deduct from any Award or payment it makes under the Plan to a Participant or beneficiary any taxes or other amounts required by law to be withheld.

10.8 Nothing in the Plan shall prevent the Board or the Committee from adopting other or additional compensation arrangements, subject to stockholder approval as may be necessary, and such arrangements may be either generally applicable or applicable only in specific cases.

10.9 Participants shall not be required to make any payment or provide any consideration for Awards other than the rendering of services.

10.10 All notices or other communications required or given hereunder shall be in writing, delivered personally or by overnight courier, (i) if to the Company, at the address at the time of the corporate headquarters of the Company, Attention: Legal Affairs and (ii) if to the Participant, at his or her address last appearing on the books of the Company.

Exhibit 10.5

UNITED RENTALS, INC.

LONG-TERM INCENTIVE PLAN
(as amended and restated, effective December 16, 2008)

ARTICLE I

PURPOSE

The purpose of the Long-Term Incentive Plan (the “Plan”) is to advance the interests of United Rentals, Inc. (the “Company”) and its stockholders by (i) helping the Company to attract and retain outstanding management, (ii) encouraging management’s efforts on behalf of the Company by giving Participants a direct interest in the performance of the Company and (iii) appropriately rewarding Participants’ contributions to the success of the Company.

The Company intends that compensation payable under the Plan will constitute “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, and expects that all compensation paid under the Plan will be fully deductible. The Plan shall be administered and construed in a manner consistent with such intent.

Subject to approval by the Company’s stockholders, the Plan shall be effective as of the Effective Date.

ARTICLE II

DEFINITIONS

2.1 Award Certificate: A written instrument evidencing the award of Units to a Participant.

2.2 Base Year EPS as Adjusted: For each Unit awarded, EPS as Adjusted for the Year immediately preceding the Year during which the Unit is awarded.

2.3 Beneficiary: The person or persons designated by a Participant, in accordance with Section 9.1, to receive any amount payable under the Plan upon the Participant’s death.

2.4 Board: The Board of Directors of the Company.

2.5 Code: The Internal Revenue Code of 1986, as amended; references to particular provisions of the Code shall include any amendments thereto or successor provisions and any rules and regulations promulgated thereunder.

2.6 Committee: The compensation committee of the Board (or any special committee of the board with responsibilities relating to executive compensation), which shall be comprised of two or more individuals all of whom qualify as “outside directors” within the meaning of Section 162(m) of the Code and as “independent directors” under the Corporate Governance Rules of the New York Stock Exchange.

2.7 Common Stock: Common stock, par value $0.01 per share, of the Company.

2.8 Company: United Rentals, Inc., a Delaware corporation, or any successor thereto, and each Subsidiary.

2.9 Cumulative Unit Value: For any Unit as of any Valuation Date, the amount determined in accordance with Section 7.2.

2.10 Disability: Disability, as defined in a Participant’s employment agreement with the Company, if any, or, absent an agreement, the Participant’s inability to perform his or her material duties due to illness, physical or mental disability or other incapacity, as evidenced by a written statement of a physician licensed to practice in any state in the United States mutually agreed upon by the Company and the Participant, which disability or other incapacity continues for a period in excess of 180 days in any 12-month period.

2.11 Earnings as Adjusted: (a) For any Year, the consolidated net income of the Company prepared in accordance with generally accepted accounting principles applied on a consistent basis, as reported in the Company’s audited consolidated financial statements for that Year, adjusted on an after-tax basis to exclude (i) non-cash goodwill writeoffs, (ii) extraordinary gains and losses, (iii) charges related to debt refinancings (including any writeoff of previously capitalized financing costs, call premiums or tender premiums, writeoff of debt discounts, and other fees and expenses), (iv) any item of nonrecurring gain or loss (as determined by the Committee in good faith) in excess of $2,000,000 (whether or not included in operating income for purposes of generally accepted accounting principles and including gains and losses from the divestiture of businesses or assets other than equipment sales in the normal course of business), (v) any charges for the vesting of restricted stock granted to executive officers in 2001 as described in the Company’s Proxy Statements, and (vi) any gain or loss from the repurchase or repayment of outstanding debt or the Company’s 6.5% convertible quarterly income preferred securities ( i.e., QUIPS); and (b) for 2003, Earnings as Adjusted will also exclude charges attributable to (y) the buyout of operating leases in the fourth quarter and (z) the after-tax write-off of $6.6 million of notes receivable in the fourth quarter. In addition to the authority conferred on the Committee under Section 3.4, if a change in control, change in accounting principles or other fundamental change should make Base Year EPS as Adjusted not comparable to any subsequent Year’s EPS as Adjusted, the Committee shall make such adjustments to the definition of Earnings as Adjusted and/or EPS as Adjusted as shall be equitable and appropriate to restore comparability.

2.12 Effective Date: The effective date of the Plan, which is January 1, 2004.

2.13 EPS as Adjusted: For any Year, Earnings as Adjusted divided by the number of shares of Common Stock taken into account in determining the Company’s fully diluted earnings per share for that Year, as reported in the Company’s audited consolidated financial statements for that Year. EPS as Adjusted shall be rounded to the nearest cent. For 2003, the EPS as Adjusted has been determined to be $0.75.

2.14 Maximum Cumulative Unit Value: For all Units awarded as of the beginning of any Year, the amount determined by the Committee for those Units when they are awarded.

2.15 Measuring Price: For each Unit awarded, the closing price of a share of Common Stock as reported on the New York Stock Exchange on the last day of the Year preceding the Year in which the Unit is awarded.

2.16 Participant: A key employee of the Company designated by the Committee to participate in the Plan.

2.17 Plan: United Rentals, Inc. Long-Term Incentive Plan, as herein set forth and as it may be amended from time to time.

2.18 Subsidiary: Any corporation that is a direct or indirect subsidiary of the Company, the earnings of which are consolidated with the earnings of the Company for financial reporting purposes.

2.19 Term of the Plan: The period commencing on the Effective Date and ending on the Valuation Date coincident with expiration of the term of the final award of Units (but in no event later than December 31, 2017), in accordance with Section 5.1.

2.20 Termination for Good Reason: Termination of a Participant’s employment with the Company for “Good Reason,” as defined in the Participant’s employment agreement with the Company, if any. Except as otherwise provided by the Committee, a Participant shall not be entitled to payment of an award under Article VIII as the result of a Termination for Good Reason unless such Participant is a party to an employment agreement with the Company that contains a “Good Reason,” constructive discharge or similar termination provision, and his or her employment has terminated pursuant to such provision.

2.21 Termination Without Cause: Termination of a Participant’s employment by the Company without “Cause,” as defined in the Participant’s employment agreement with the Company, if any, or, absent an agreement defining “Cause,” termination of the Participant’s employment by the Company for any reason other than (i) material failure to perform his or her duties with the Company (other than such failure resulting from Disability ), (ii) engagement in conduct materially and demonstrably injurious to the Company that is not cured within 30 days after notice, (iii) violation of non-competition or non-solicitation prohibitions or of confidentiality requirements imposed on the Participant under common law or under the terms of any agreement with the Company or (iv) fraud, embezzlement or conviction of any crime, other than a traffic offense not involving a felony.

2.22 Unit: A unit of participation in the Plan awarded to a Participant in accordance with Article V.

2.23 Valuation Date: The last day of any Year.

2.24 Year: The calendar year, which is the fiscal year of the Company.

ARTICLE III

ADMINISTRATION

3.1 The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum. Committee decisions and determinations shall be made by a majority of its members present in person or by telephone at a meeting at which a quorum is present. To the maximum extent permitted by law, the actions of the Committee with respect to the Plan shall be final and binding on all affected Participants. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings, written records of any determination required by Code Section 162(m), shall make such rules and regulations for the conduct of its business and make such other written determinations as it shall deem advisable.

3.2 The Committee shall have full authority, subject to the provisions of the Plan (i) to select Participants and determine the extent and terms of their participation; (ii) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, (iii) to construe and interpret the Plan, the rules and regulations adopted thereunder and any notice or Award Certificate given to a Participant; and (iv) to make all other determinations that it deems necessary or advisable in the administration of the Plan.

3.3 The Committee may employ attorneys, consultants, accountants or other persons as it deems necessary for the proper administration of the Plan and may rely on the advice, opinions or valuations of any such persons. No member of the Committee shall be personally liable for any action, determination or interpretation taken or made in good faith by the Committee with respect to the Plan or any award hereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

3.4 In the event of (i) any stock split, stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, merger, consolidation, combination, exchange or other change that affects the character or amount of outstanding Common Stock, Earnings as Adjusted or EPS as Adjusted, (ii) any change in applicable laws or any change in circumstances that results in, or would result in, any substantial dilution or enlargement of the rights granted to, or available for, Participants or (iii) any other similar corporate event that the Committee determines in good faith warrants equitable adjustment due to interference with the intended operation of the Plan, the Committee shall make such adjustments in the number and value of Units (whether authorized or outstanding), the Measuring Price, Earnings as Adjusted or EPS as Adjusted or all of the above, as shall, in the sole judgment of the Committee, be equitable and appropriate in order to make the value and potential value of such Units, as nearly as may be practicable, equivalent to the value and potential value of Units outstanding immediately prior to such change.

3.5 The Committee shall be precluded from increasing compensation payable under the Plan to a Participant, including acceleration of payment and increase of any amount payable, unless specifically provided for by the Plan.

ARTICLE IV

PARTICIPATION

4.1 Only those key employees of the Company, who, in the Committee’s judgment, will have a significant impact on the success of the business shall be eligible to participate in the Plan. The Committee, in its sole discretion, shall select the Participants. The Committee shall make this determination separately for each Year in which Units are to be awarded.

4.2 In selecting Participants and in determining the number of Units to be awarded to each Participant for any Year, the Committee shall take into account such factors as the individual’s position, experience, knowledge, responsibilities, advancement potential, past and anticipated contributions to Company performance and alternative opportunities.

ARTICLE V

AWARD OF UNITS

5.1 Subject to adjustment as provided in Section 3.4, a maximum of 1,600,000 Units may be awarded under the Plan. A Participant who has been awarded Units may be awarded additional Units in any subsequent Year, and new Participants may be awarded Units, both in the discretion of the Committee; provided, however, that no Units shall be awarded after 2013.

5.2 Each Participant who has been awarded Units in any Year shall receive an Award Certificate, as provided in Article X, evidencing an award of Units.

5.3 Subject to adjustment as provided in Section 3.4, the maximum number of Units awarded to any one individual shall not exceed 500,000 during the Term of the Plan.

ARTICLE VI

TERM AND VESTING OF UNITS

6.1 Each Unit shall have a term of years from the date of award, as determined by the Committee in its sole discretion, but not to exceed five years, subject to earlier termination as provided in Article XI. Notwithstanding the foregoing, Units awarded as of the Effective Date shall have a term of three years and shall expire on December 31, 2006, subject to earlier expiration as aforesaid. Units awarded during 2004 shall be deemed to be awarded as of the Effective Date, and Units awarded during any subsequent Year shall be deemed to be awarded as of the first day of such Year.

6.2 Each Unit shall vest on the Valuation Date coincident with the expiration of its term, provided that the Participant is still employed by the Company on such Valuation Date. Notwithstanding the foregoing, a Unit shall vest, if earlier than such Valuation Date, upon (i) Termination Without Cause, Termination for Good Reason (as applicable) or by reason of a Participant’s death or Disability, (ii) termination of the Plan by the Board or (iii) consummation or effectiveness of a corporate event or change in circumstances set forth in Section 3.4, subject to a determination by the Committee in its sole judgment that, as a consequence of such corporate event or change in circumstances, it is unable to equitably adjust the number of Units, Measuring Price, Earnings as Adjusted or EPS as Adjusted on the basis provided in Section 3.4. All of a Participant’s Units that are unvested upon his or her termination of employment other than as provided in clause (i) of the preceding sentence shall be immediately forfeited, and all rights with respect thereto shall be immediately cancelled.

ARTICLE VII

DETERMINATION OF VALUE OF A UNIT

7.1 The value of each Unit when issued shall be zero. On each Valuation Date following the issuance of a Unit, the value of the Unit shall increase or decrease, as the case may be, in accordance with the provisions set forth below.


	a. If the EPS as Adjusted for a Year is greater than Base Year EPS as Adjusted, then on the last day of such Year the Unit will increase in value by an amount equal to (i) the Measuring Price with respect to such Unit multiplied by (ii) 80 percent of the percentage by which EPS as Adjusted for the Year exceeds Base Year EPS as Adjusted. Notwithstanding the foregoing, if the EPS as Adjusted for a Year is less than 105 percent of the EPS as Adjusted for the immediately preceding Year, the amount of the increase will be zero.

	b. If the EPS as Adjusted for a Year is less than Base Year EPS as Adjusted, then on the last day of such Year the Unit will decrease in value by an amount equal to (i) the Measuring Price with respect to such Unit multiplied by (ii) 80 percent of the percentage by which EPS as Adjusted for the Year is less than Base Year EPS as Adjusted (it being specified for the sake of clarity that the value of a Unit may be negative for purposes of calculating the cumulative value of a Unit, provided that upon vesting the value of a Unit will never be less than zero).

7.2 All increases and decreases in Unit value in accordance with Section 7.1 shall cumulate (provided that the value may not exceed the Maximum Cumulative Unit Value). The cumulative amount so determined as of any Valuation Date is referred to as the Cumulative Unit Value of such Unit as of such Valuation Date.

ARTICLE VIII

PAYMENT OF UNITS

8.1 Unless a timely election to defer has been made by a Participant in accordance with applicable tax rules and uniform terms and conditions established by the Committee, a Unit that has vested in accordance with Section 6.2 above shall thereupon be settled without further action on the part of the Participant.

8.2 Each Participant shall receive the Cumulative Unit Value of his or her vested Units determined as of the applicable Valuation Date. The applicable Valuation Date shall be determined as follows:


	a. If the vesting occurs on a Valuation Date, then the applicable Valuation Date is the Valuation Date coincident with the date of vesting.

	b. If the vesting occurs prior to July 1 in any Year, then the applicable Valuation Date is the Valuation Date immediately preceding the date of vesting.

	c. If the vesting occurs after July 1 in any Year, then the applicable Valuation Date is the Valuation Date that occurs on the last day of such Year; provided, however, that if vesting occurs pursuant to clause (iii) of the second sentence of Section 6.2, then the applicable Valuation Date is the Valuation Date immediately preceding the date of vesting.

8.3 Payment of any vested Units in cash or distribution of Common Stock due under the Plan shall be made on or during the later of (i) the 15-day period following the applicable Valuation Date with respect to the earliest of (w) the expiration of the term of the Unit, (x) the Participant’s termination of employment, (y) the consummation or effectiveness of a corporate event or change in circumstances set forth in Section 3.4 that also is a change in control within the meaning of section 409A of the code and (z) the termination of the Plan, to the extent payment is permitted under section 409A of the Code; and (ii) the date elected by the Participant to receive payment and distribution of vested Units pursuant to a deferral election described in Section 8.1; provided, however, that, before payment may be made, the Committee shall certify in writing that all applicable performance criteria under the Plan have been met. Notwithstanding the foregoing, the Company shall in no event be required to make any payment with respect to any Units until 15 days following the date on which the Company’s earnings are announced or released for the Year during which the applicable Valuation Date for determining the amount of the payment occurs, provided that payment must be made by March 15 of the year following the year in which the applicable Valuation Date for determining the amount of the payment occurs. Not less than 50 percent of any amount due in connection with the payment of any award shall be paid in cash, and the balance shall be paid in cash or shares of Common Stock or both, as determined by the Committee in its discretion. For purposes of the foregoing, the value of the Common Stock shall be deemed to equal the closing price of the Common Stock on the New York Stock Exchange as of the trading day immediately preceding the date of payment. Upon payment, such Unit shall be cancelled and no person shall have any further rights with respect to it.

8.4 Notwithstanding anything herein to the contrary, to the extent necessary to avoid the imposition of tax under section 409A, no distribution shall be made to a Participant who is a “specified employee” within the meaning of section 409(a)(2)(B)(i) until six months after the Participant’s termination of employment.

ARTICLE IX

LIMITS ON TRANSFERABILITY OF UNITS

9.1 Each Participant shall file with the Committee a written designation of one or more persons as the Beneficiary who shall be entitled to receive any amount or any shares of Common Stock payable under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her Beneficiary designation without the consent of any previously designated Beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If at the date of a Participant’s death, there is no designation of a Beneficiary in effect for the Participant, or if no Beneficiary survives to receive any amount payable under the Plan by reason of the Participant’s death, the Participant’s estate shall be treated as the Beneficiary for purposes of the Plan.

9.2 Except as provided in Section 9.1, a Participant may not transfer, assign, alienate or hypothecate any benefits under the Plan.

ARTICLE X

AWARD CERTIFICATE

Promptly following the making of an award of Units, the Company shall deliver to the recipient an Award Certificate, specifying the terms and conditions of the Unit. This writing shall be in such form and contain such provisions not inconsistent with the Plan as the Committee shall prescribe.

ARTICLE XI

TERMINATION OF UNITS

11.1 An outstanding Unit awarded to a Participant shall be canceled and all rights with respect thereto shall expire upon the earlier to occur of (i) its settlement as provided in Section 8.1 and (ii) termination of the Participant’s employment with the Company prior to the vesting of such Unit unless such termination accelerates vesting as provided in clause (i) of the second sentence of Section 6.2 above.

11.2 Nothing contained in Section 11.1 shall be deemed to extend the term of any Unit beyond the end of the Term of the Plan.

ARTICLE XII

TERMINATION AND AMENDMENT OF THE PLAN

12.1 The Company reserves the right, by action of the Board, to terminate the Plan at any time, subject to the restriction imposed by Section 12.3 below.

12.2 Subject to any restrictions under Section 162(m) of the Code, the Committee may amend the Plan at any time, provided that no amendment that would require the consent of the Company’s stockholders pursuant to the Code or the Securities Exchange Act of 1934, as amended, or any other applicable law, rule or regulation, shall be effective without such consent.

12.3 No termination or amendment shall adversely affect the rights of any Participant with respect to outstanding Units held by the Participant without his or her written consent.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Nothing in the Plan shall confer upon any employee a right to continue in the employment of the Company or affect any right of the Company to terminate a Participant’s employment, in connection with a Termination Without Cause or otherwise.

13.2 The Plan is not a contract between the Company and any Participant or other employee, and receipt of an award of Units in one Year shall not guarantee receipt of an award of Units in any subsequent Year.

13.3 A Participant may not alienate, assign, pledge, encumber, transfer, sell or otherwise dispose of any amounts or Common Stock to be received hereunder prior to actual receipt thereof; and any attempt to alienate, assign, pledge, sell, transfer or assign prior to such receipt, or any levy, attachment, execution or similar process upon any such amounts or Common Stock shall be null and void.

13.4 The Plan shall be unfunded, and no provision shall be made at any time to segregate assets of the Company for payment of any amounts hereunder. No Participant, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of the right to receive incentive compensation under the Plan. Participants and Beneficiaries shall have only the rights of a general unsecured creditor of the Company.

13.5 The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

13.6 If any provision of the Plan, or any specific action of the Committee, would cause an award of Units not to constitute “qualified performance-based compensation” under Section 162(m) of the Code in respect of such Participant, that provision shall be severed from and deemed not to be a part of the Plan, but the other provisions of the Plan shall remain in full force and effect.

13.7 The Company shall deduct from any payment or distribution (including distributions of Common Stock) it makes under the Plan to a Participant or Beneficiary any taxes or other amounts required by law to be withheld.

13.8 To the extent that the Plan provides for any deferral of compensation, it is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

13.9 Nothing in the Plan shall prevent the Board or the Committee from adopting other or additional compensation arrangements, subject to stockholder approval as may be necessary, and such arrangements may be either generally applicable or applicable only in specific cases.

13.10 Participants shall not be required to make any payment or provide any consideration for awards of Units other than the rendering of services.

13.11 All notices or other communications required or given hereunder shall be in writing, delivered personally or by overnight courier, (i) if to the Company, at Five Greenwich Office Park, Greenwich, Connecticut 06830, Attention: Vice President, Legal Affairs, and (ii) if to the Participant, at his or her last known address appearing on the books and records of the Company.

Exhibit 10.6

[OFFICER NAME]

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS , (“Executive”) and United Rentals, Inc. (the “Company”) previously entered into an employment agreement (the “Agreement”) dated ; and

WHEREAS , Executive and the Company desire to amend the Agreement in an attempt to have certain payments provided for thereunder be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) which governs nonqualified deferred compensation, and to make certain other revisions.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth below, Executive and the Company hereby amend the Agreement as follows:


	1.	Section 4(g)(iii) of the Agreement is amended in its entirety to read as follows:

		The Severance Pay to be made under Sections 4(e)(iii) or 4(f)(iv) shall be paid at the times Executive’s Base Salary would have been paid had Executive’s employment not terminated, provided, however, that the first payment shall be on the payday coinciding with or next following the sixtieth (60 ^th ) day after the date of termination, and such first payment shall be equal to the amounts that would have been paid had payments begun immediately after the date of termination. Notwithstanding the foregoing, if necessary to comply with Section 409A(a)(2)(B)(i) of the Code, and applicable administrative guidance and regulations, the payment of such sums shall be made as follows: (A) no payments shall be made for a six-month period following the date of termination, (B) an amount equal to six months of Severance Pay shall be paid in a lump sum six months following the date of termination, and (C) during the period beginning six months following the date of termination through the remainder of the one-year period, payment of the Severance Pay shall be made at the times Executive’s Base Salary would have been paid had Executive’s employment not terminated.

	2.	Section 4(j) of the Agreement is amended by adding the following to the end thereof:

		The Company shall provide Executive with the proposed form of such release no later than seven (7) days following the date of termination, and Executive shall execute such release no later than fifty-two (52) days after the date of termination.

IN WITNESS WHEREOF , this amendment to the Agreement has been duly executed by each of the parties hereto with immediate effect.


UNITED RENTALS, INC.

By:		Date:

	Michael J. Kneeland
	Chief Executive Officer

Accepted and Agreed:

		Date:

	[Name of Executive]