UNITED RENTALS NORTH AMERICA INC (Form: 10-Q, Received: 04/21/2010 16:40:49)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-14387

Commission File Number 1-13663

United Rentals, Inc.

United Rentals (North America), Inc.

(Exact Names of Registrants as Specified in Their Charters)


Delaware Delaware		06-1522496 06-1493538
(States of Incorporation)		(I.R.S. Employer Identification Nos.)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ (registrant is not yet required to provide financial disclosure in an Interactive Data File format)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of April 19, 2010, there were 60,443,091 shares of United Rentals, Inc. common stock, $.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format permitted by such instruction.

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

INDEX


		Page

PART I	FINANCIAL INFORMATION	4

Item 1	Unaudited Condensed Consolidated Financial Statements	4

	United Rentals, Inc. Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009 (unaudited)	4

	United Rentals, Inc. Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (unaudited)	5

	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2010 (unaudited)	6

	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4	Controls and Procedures	27

PART II	OTHER INFORMATION	28

Item 1	Legal Proceedings	28

Item 1A	Risk Factors	28

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5	Exhibits	29

	Signatures	30

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected. Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following: (1) on-going decreases in North American construction and industrial activities, which have significantly affected revenues and, because many of our costs are fixed, our profitability, and which may further reduce demand and prices for our products and services; (2) inability to benefit from government spending associated with stimulus-related construction projects; (3) our highly leveraged capital structure, which requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions; (4) noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating our credit facilities and requiring us to repay outstanding borrowings; (5) inability to access the capital that our businesses or growth plans may require; (6) increases in our maintenance and replacement costs as we age our fleet, and decreases in the residual value of our equipment; (7) inability to sell our new or used fleet in the amounts, or at the prices, we expect; (8) rates we can charge and time utilization we can achieve being less than anticipated; and (9) costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned. For a fuller description of these and other possible uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2009. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except share data)


	March 31, 2010			December 31, 2009
ASSETS
Cash and cash equivalents	$	20		$	169
Accounts receivable, net of allowance for doubtful accounts of $26 and $25 at March 31, 2010 and December 31, 2009, respectively		320			337
Inventory		46			44
Prepaid expenses and other assets		56			89
Deferred taxes		69			66

Total current assets		511			705
Rental equipment, net		2,347			2,414
Property and equipment, net		428			434
Goodwill and other intangible assets, net		230			231
Other long-term assets		68			75

Total assets	$	3,584		$	3,859


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current maturities of long-term debt	$	124		$	125
Accounts payable		138			128
Accrued expenses and other liabilities		219			208

Total current liabilities		481			461
Long-term debt		2,582			2,826
Subordinated convertible debentures		124			124
Deferred taxes		405			424
Other long-term liabilities		40			43

Total liabilities		3,632			3,878


Common stock—$0.01 par value, 500,000,000 shares authorized, 60,433,823 and 60,163,233 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively		1			1
Additional paid-in capital		487			487
Accumulated deficit		(614	)		(574	)
Accumulated other comprehensive income		78			67

Total stockholders’ deficit		(48	)		(19	)


Total liabilities and stockholders’ deficit	$	3,584		$	3,859

See accompanying notes.

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share amounts)


	Three Months Ended March 31,
	2010			2009
Revenues:
Equipment rentals	$	380		$	448
Sales of rental equipment		35			67
New equipment sales		19			23
Contractor supplies sales		23			32
Service and other revenues		21			24

Total revenues		478			594


Cost of revenues:
Cost of equipment rentals, excluding depreciation		214			233
Depreciation of rental equipment		96			106
Cost of rental equipment sales		24			59
Cost of new equipment sales		16			20
Cost of contractor supplies sales		16			23
Cost of service and other revenues		9			9

Total cost of revenues		375			450


Gross profit		103			144
Selling, general and administrative expenses		86			108
Restructuring charge		6			4
Non-rental depreciation and amortization		13			14

Operating (loss) income		(2	)		18
Interest expense, net		61			50
Interest expense—subordinated convertible debentures		2			2
Other income, net		(1	)		(1	)

Loss before benefit for income taxes		(64	)		(33	)
Benefit for income taxes		(24	)		(14	)

Net loss	$	(40	)	$	(19	)


Basic and diluted loss per share	$	(0.67	)	$	(0.32	)

See accompanying notes.

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)

(In millions)


	Common Stock			Additional									Accumulated Other
	Number of Shares	Amount		Paid-in Capital			Accumulated Deficit			Comprehensive (Loss) Income			Comprehensive Income
Balance at December 31, 2009	60	$	1	$	487		$	(574	)				$	67
Comprehensive (loss) income:
Net loss								(40	)	$	(40	)
Other comprehensive income:
Foreign currency translation adjustments											11			11

Comprehensive loss										$	(29	)


Stock compensation expense, net					1
Excess tax benefits from share-based payment arrangements, net					(1	)


Balance at March 31, 2010	60	$	1	$	487		$	(614	)				$	78

See accompanying notes.

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)


	Three Months Ended March 31,
	2010			2009
Cash Flows From Operating Activities:
Net loss	$	(40	)	$	(19	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		109			120
Amortization of deferred financing costs and original issue discounts		6			4
Gain on sales of rental equipment		(11	)		(8	)
Gain on sales of non-rental equipment		(1	)		(1	)
Restructuring charge		6			4
Stock compensation expense, net		1			2
Loss (gain) on repurchase of debt securities		4			(4	)
Decrease in deferred taxes		(24	)		(3	)
Changes in operating assets and liabilities:
Decrease in accounts receivable		17			93
Increase in inventory		(2	)		—
Decrease in prepaid expenses and other assets		37			7
Increase (decrease) in accounts payable		10			(3	)
Increase (decrease) in accrued expenses and other liabilities		6			(68	)

Net cash provided by operating activities		118			124
Cash Flows From Investing Activities:
Purchases of rental equipment		(49	)		(52	)
Purchases of non-rental equipment		(5	)		(12	)
Proceeds from sales of rental equipment		35			67
Proceeds from sales of non-rental equipment		1			3
Purchases of other companies		—			(2	)

Net cash (used in) provided by investing activities		(18	)		4
Cash Flows From Financing Activities:
Proceeds from debt		645			320
Payments of debt		(897	)		(426	)
Shares repurchased and retired		(1	)		—
Excess tax benefits from share-based payment arrangements, net		(1	)		(1	)

Net cash used in financing activities		(254	)		(107	)
Effect of foreign exchange rates		5			(2	)


Net (decrease) increase in cash and cash equivalents		(149	)		19
Cash and cash equivalents at beginning of period		169			77

Cash and cash equivalents at end of period	$	20		$	96


Supplemental disclosure of cash flow information:
Cash received (paid) for taxes, net	$	53		$	(2	)

See accompanying notes.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data unless otherwise indicated)

1. Organization, Description of Business and Basis of Presentation

United Rentals, Inc. (“Holdings,” “United Rentals” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder.

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities in the United States, Canada and Mexico. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the 2009 Form 10-K. Certain reclassifications have been made to prior year financial information to conform to the current year presentation.

In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of financial condition, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year.

New Accounting Pronouncements

Fair Value Measurements. In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance which expanded the required disclosures about fair value measurements. In particular, this guidance requires (i) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the reasons for such transfers, (ii) information about purchases, sales, issuances and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (iii) fair value measurement disclosures for each class of assets and liabilities and (iv) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for fair value measurements that fall in either Level 2 or Level 3. The adoption of this guidance did not have a material effect on our financial condition or results of operations.

Subsequent Events. In February 2010, the FASB issued guidance related to events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance amends existing standards to address potential conflicts with Securities and Exchange Commission (“SEC”) guidance and refines the scope of the reissuance disclosure requirements to include revised financial statements only. Under this guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated. The adoption of this standard did not have a material effect on our financial condition or results of operations.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

2. Segment Information

Our reportable segments are general rentals and trench safety, pump and power. The general rentals segment includes the rental of construction, infrastructure, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentals segment comprises seven geographic regions—the Southwest, Gulf, Northwest, Southeast, Midwest, East, and the Northeast Canada- as well as the Aerial West region and operates throughout the United States and Canada and has one location in Mexico. The trench safety, pump and power segment includes the rental of specialty construction products and related services. The trench safety, pump and power segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates in the United States and has one location in Canada. These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment operating results.

The following table sets forth financial information by segment. Information related to our condensed consolidated balance sheets is presented as of March 31, 2010 and December 31, 2009.


	Three Months Ended March 31,
	2010		2009
Total reportable segment revenues
General rentals	$	443	$	558
Trench safety, pump and power		35		36

Total revenues	$	478	$	594


Total reportable segment depreciation and amortization expense
General rentals	$	103	$	113
Trench safety, pump and power		6		7

Total depreciation and amortization expense	$	109	$	120


Total reportable segment operating income
General rentals	$	1	$	20
Trench safety, pump and power		3		2

Total segment operating income	$	4	$	22


Total reportable segment capital expenditures
General rentals	$	52	$	61
Trench safety, pump and power		2		3

Total capital expenditures	$	54	$	64


	March 31, 2010		December 31, 2009
Total reportable segment assets
General rentals	$	3,363	$	3,633
Trench safety, pump and power		221		226

Total assets	$	3,584	$	3,859

The following is a reconciliation of segment operating income to total Company operating (loss) income:


	Three Months Ended March 31,
	2010			2009
Total segment operating income	$	4		$	22
Unallocated restructuring charge		(6	)		(4	)

Operating (loss) income	$	(2	)	$	18

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

3. Restructuring Charges

Over the past several years we have been focused on reducing our operating costs. In connection with this strategy, and in recognition of the challenging economic environment, we reduced our employee headcount from approximately 10,900 at December 31, 2007 to approximately 8,000 at December 31, 2009. Additionally, we reduced our branch network from 697 at December 31, 2007 to 569 at December 31, 2009. In the first quarter of 2010, we further reduced our headcount by approximately 500 employees, or 6 percent, and closed seven of our less profitable branches. The restructuring charges for the three months ended March 31, 2010 and 2009 include severance costs associated with our headcount reductions, as well as branch closure charges, the latter of which principally relates to continuing lease obligations at vacant facilities.

The table below provides certain information concerning our restructuring charges:


Description	Reserve Balance at December 31, 2009		Charged to Costs and Expenses(1)		Payments and Other			Reserve Balance at March 31, 2010
Branch closure charges	$	20	$	3	$	(2	)	$	21
Severance costs		1		3		(2	)		2

Total	$	21	$	6	$	(4	)	$	23

(1)	Reflected in our condensed consolidated statements of operations as “Restructuring charge.”

We have incurred total restructuring charges between January 1, 2008 and March 31, 2010 of $56, comprised of $41 of branch closure charges and $15 of severance costs. We expect that the restructuring activity will be substantially complete by the end of 2010.

4. Derivatives

We recognize all derivative instruments as either assets or liabilities at fair value, and recognize the changes in fair value of the derivative instruments based on the designation of the derivative. For derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge. As of March 31, 2010, we do not have any outstanding derivative instruments designated as fair value hedges. The effective portion of the changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of other comprehensive income. Amounts included in accumulated other comprehensive income for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded currently in earnings. For derivative instruments that do not qualify for hedge accounting, we recognize gains or losses due to changes in fair value in our condensed consolidated statements of operations during the period in which the changes in fair value occur.

We are exposed to certain risks relating to our ongoing business operations. At March 31, 2010, the primary risks we managed by using derivative instruments were diesel price risk and foreign currency exchange rate risk. At March 31, 2010, we had outstanding (i) fixed price swap contracts on diesel purchases which were entered into to mitigate the price risk associated with forecasted purchases of diesel and (ii) forward contracts to purchase Canadian dollars which were entered into to mitigate the foreign currency exchange rate risk associated with URNA’s Canadian dollar denominated intercompany loans. The outstanding forward contracts on diesel purchases were designated and qualify as cash flow hedges and the forward contracts to purchase Canadian dollars represent derivative instruments not designated as hedging instruments.

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at March 31, 2010 were designated and qualify as cash flow hedges and, in accordance with GAAP, the effective portion of the gain or loss on these contracts is reported as a component of other comprehensive income and reclassified into earnings in the period during which the hedged transaction affects earnings (i.e., when the hedged gallons of diesel are purchased). The remaining gain or loss on the fixed price swap contracts in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), is recognized in our condensed consolidated statements of operations during the current period.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

As of March 31, 2010, we had outstanding fixed price swap contracts covering 1.7 million gallons of diesel which will be purchased throughout 2010. At March 31, 2010, (i) less than $1 was reflected in other current assets in our condensed consolidated balance sheet, reflecting the fair value of the fixed price swap contracts and (ii) less than $1 was reflected in accumulated other comprehensive income in our condensed consolidated balance sheet, reflecting the effective portion of the fixed price swap contracts, net of taxes. Our condensed consolidated statement of operations for the three months ended March 31, 2010 includes less than $1 recognized in connection with the effective and ineffective portions of the fixed price swap contracts. Our results for the three months ended March 31, 2010 include $1 reflected in cost of rentals, excluding depreciation in our condensed consolidated statements, reflecting the purchase of 500,000 gallons of diesel covered by the fixed price swap contracts. There were no fixed price swap contracts outstanding during the first quarter of 2009, and no activity associated with fixed price contracts was reflected in either our condensed consolidated balance sheets as of December 31, 2009 or in our condensed consolidated statements of operations for the three months ending March 31, 2009.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars represent derivative instruments not designated as hedging instruments, and, in accordance with GAAP, gains or losses due to changes in the fair value of the forward contracts are recognized in our condensed consolidated statements of operations during the period in which the changes in fair value occur. At March 31, 2010, there were outstanding forward contracts to purchase $163 Canadian dollars, which represents the outstanding amount of certain intercompany loans entered into during the first quarter of 2010. These intercompany loans concentrated excess foreign cash into the US, and this cash was then used to pay down debt. The intercompany loans and the forward contracts all mature in the second quarter of 2010. Upon maturity, the proceeds from the forward contracts will be used to pay down the Canadian dollar denominated intercompany loans.

At March 31, 2010, an $8 asset representing the fair value of the forward contracts was reflected in other current assets in our condensed consolidated balance sheets. Our results for the three months ended March 31, 2010 include (i) a gain of $8 reflected in other income, net in our condensed consolidated statements of operations associated with the forward contracts and (ii) a loss of $8 reflected in other income, net in our condensed consolidated statements of operations associated with the revaluation of the intercompany loans. There were no forward contracts outstanding during the first quarter of 2009, and no activity associated with forward contracts was reflected in either our condensed consolidated balance sheets as of December 31, 2009 or in our condensed consolidated statements of operations for the three months ending March 31, 2009.

5. Fair Value Measurements

We account for certain assets at fair value. In accordance with GAAP, we categorize each of our fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:

Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets.

Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities include:

quoted prices for similar assets in active markets;

quoted prices for identical or similar assets in inactive markets;

inputs other than quoted prices that are observable for the asset;

inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset.

Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.

Assets Measured at Fair Value

The following table presents the fair values of our assets that are measured at fair value:


	March 31, 2010								December 31, 2009
	Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value
Held for sale assets measured at fair value on a non-recurring basis (1)	$	—	$	—	$	2	$	2	$	—	$	—	$	2	$	2

Derivatives measured at fair value on a recurring basis:

Foreign exchange contracts (2)		—		8		—		8		—		—		—		—
Fuel fixed price swaps contracts (3)		—		*		—		*		—		—		—		—

Total derivatives	$	—	$	8	$	—	$	8	$	—	$	—	$	—	$	—

*	Amounts are insignificant.

(1)

Primarily relates to certain rental equipment classified as held for sale in accordance with GAAP. Fair value is determined using a market approach based on the proceeds we expect to receive upon sale of the equipment. Insignificant amounts were recognized in earnings associated with the held for sale assets during the three months ended March 31, 2010 and 2009.

(2)

As discussed in note 4 to the condensed consolidated financial statements, we entered into forward contracts to purchase Canadian dollars to mitigate the foreign currency exchange rate risk associated with certain outstanding intercompany loans. Fair value is determined based on observable market data. As of March 31, 2010, we have forward contracts covering $163 Canadian which we will buy at an average exchange rate of $0.94 cents per Canadian dollar at contract maturity, while the average forward rate at contract maturity was $0.98 cents per Canadian dollar as of March 31, 2010. These forward contracts mature in the second quarter of 2010.

(3)

As discussed in note 4 to the condensed consolidated financial statements, we entered into fixed price swap contracts on diesel purchases to mitigate the price risk associated with forecasted purchases of diesel. Fair value is determined based on observable market data. As of March 31, 2010, we have fixed price swap contracts covering 1.7 million gallons of diesel which we will buy at the average contractual rate of $2.85 per gallon, while the average forward price for the hedged gallons was $3.10 per gallon as of March 31, 2010. These fixed price swap contracts mature throughout 2010.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

Fair Value of Financial Instruments

The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our ABL facility, accounts receivable securitization facility and 1 ⁷ / 8 percent Convertible Senior Subordinated Notes approximate their book values as of March 31, 2010 and December 31, 2009. The estimated fair values of our other financial instruments as of March 31, 2010 and December 31, 2009 have been calculated based upon available market information or an appropriate valuation technique in accordance with GAAP, and are as follows:


	March 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Subordinated convertible debentures	$	124	$	76	$	124	$	75
Senior and senior subordinated notes		1,842		1,882		2,275		2,302
Other debt, including capital leases (1)		28		21		31		24

(1)	Primarily comprised of capital leases, the fair value of which is determined using an expected present value technique.

6. Debt and Subordinated Convertible Debentures

Debt consists of the following:


	March 31, 2010			December 31, 2009
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	142		$	193
$1.360 billion ABL Facility (1)		579			337
6 ¹ / 2 percent Senior Notes		—			435
7 ³ / 4 percent Senior Subordinated Notes		484			484
7 percent Senior Subordinated Notes		261			261
10 ⁷ / 8 percent Senior Notes		486			486
9 ¹ / 4 percent Senior Notes		492			492
1 ⁷ / 8 percent Convertible Senior Subordinated Notes		115			115
Other debt, including capital leases		28			31

Total URNA and subsidiaries debt		2,587			2,834
Less current portion		(124	)		(125	)

Long-term URNA and subsidiaries debt		2,463			2,709


Holdings:
4 percent Convertible Senior Notes		119			117

Total long-term debt (2)	$	2,582		$	2,826

(1)

$713 and $58 were available under our senior secured asset-based revolving credit facility (the “ABL facility”) and accounts receivable securitization facility, respectively, at March 31, 2010. The ABL facility availability is reflected net of $68 of letters of credit. At March 31, 2010, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 3.3 percent and 1.6 percent, respectively.

(2)

In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹ / 2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹ / 2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at March 31, 2010 and December 31, 2009 excludes $124 of these Debentures, which are separately classified in our condensed consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflect the obligation to our subsidiary that has issued the QUIPS. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the Trust.

During the three months ended March 31, 2010, URNA repurchased and retired the remaining $435 principal amount of our outstanding 6 ¹ / 2 percent Senior Notes due 2012 at par, and recognized a loss of $4. The loss, which is reflected in interest expense, net in our condensed consolidated statements of operations, represents the difference between the net carrying amount, which is less than the principle amount due to capitalized debt issuance costs, of these securities and the total purchase price of $435.

Loan Covenants and Compliance. As of March 31, 2010, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations. The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility. Both of these covenants were suspended on June 9, 2009 because the availability, as defined in the agreement governing the ABL facility, had exceeded 20 percent of the maximum revolver amount under the ABL facility. Since the June 9, 2009 suspension date and through March 31, 2010, availability under the ABL facility has exceeded 10 percent of the maximum revolver amount under the ABL facility and, as a result, these maintenance covenants remained inapplicable. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

7. Legal and Regulatory Matters

As discussed in note 13 to our consolidated financial statements for the year ended December 31, 2009 filed on Form 10-K on February 3, 2010, we are subject to certain ongoing class action and derivative legal proceedings. We are also subject to a number of claims and proceedings that generally arise in the ordinary conduct of our business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and auto claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

8. Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares. Diluted loss per share for the three months ended March 31, 2010 and 2009 excludes the impact of approximately 9.0 million and 10.3 million common stock equivalents, respectively, since the effect of including these securities would be anti-dilutive. The following table sets forth the computation of basic and diluted loss per share (shares in thousands):


	Three Months Ended March 31,
	2010			2009
Numerator:
Net loss	$	(40	)	$	(19	)

Denominator:
Denominator for basic and diluted loss per share—weighted-average common shares		60,227			59,986


Basic and diluted loss per share	$	(0.67	)	$	(0.32	)

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

9. Condensed Consolidating Financial Information of Guarantor Subsidiaries

URNA is 100 percent owned by Holdings (“Parent”) and has outstanding (i) certain indebtedness that is guaranteed by Parent and (ii) certain indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose entity (the “SPV”) which holds receivable assets relating to the Company’s accounts receivable securitization facility, all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”). However, this indebtedness is not guaranteed by URNA’s foreign subsidiaries and the SPV (together, the “non-guarantor subsidiaries”). The guarantor subsidiaries are all 100 percent-owned and the guarantees are made on a joint and several basis and are full and unconditional (subject to subordination provisions and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors; however, condensed consolidating financial information is presented. The condensed consolidating financial information of the Parent and its subsidiaries is as follows:

CONDENSED CONSOLIDATING BALANCE SHEETS

March 31, 2010


	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries				Eliminations			Total
	Parent			URNA			Guarantor Subsidiaries		Foreign		SPV		Eliminations			Total
ASSETS
Cash and cash equivalents (1)	$	—		$	3		$	—	$	17	$	—	$	—		$	20
Accounts receivable, net		—			8			8		54		250		—			320
Intercompany receivable (payable)		83			(981	)		888		10		—		—			—
Inventory		—			26			14		6		—		—			46
Prepaid expenses and other assets		—			19			24		13		—		—			56
Deferred taxes		—			62			6		1		—		—			69

Total current assets		83			(863	)		940		101		250		—			511

Rental equipment, net		—			1,315			768		264		—		—			2,347
Property and equipment, net		47			204			148		29		—		—			428
Investments in subsidiaries		153			1,988			—		—		—		(2,141	)		—
Goodwill and other intangibles, net		—			101			84		45		—		—			230
Other long-term assets		9			55			3		—		1		—			68

Total assets	$	292		$	2,800		$	1,943	$	439	$	251	$	(2,141	)	$	3,584


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current maturities of long-term debt	$	—		$	124		$	—	$	—	$	—	$	—		$	124
Accounts payable		—			59			62		17		—		—			138
Accrued expenses and other liabilities		44			83			79		13		—		—			219

Total current liabilities		44			266			141		30		—		—			481
Long-term debt		119			2,176			145		—		142		—			2,582
Subordinated convertible debentures		124			—			—		—		—		—			124
Deferred taxes		16			205			151		33		—		—			405
Other long-term liabilities		37			—			3		—		—		—			40

Total liabilities		340			2,647			440		63		142		—			3,632


Total stockholders’ (deficit) equity		(48	)		153			1,503		376		109		(2,141	)		(48	)


Total liabilities and stockholders’ (deficit) equity	$	292		$	2,800		$	1,943	$	439	$	251	$	(2,141	)	$	3,584

(1)	As discussed in note 4 to the condensed consolidated financial statements, during the first quarter of 2010, we transferred $163 Canadian of excess foreign cash from Canada (a Foreign Non-Guarantor Subsidiary) to the U.S. (URNA). This cash was used during the first quarter of 2010 to pay down debt.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2009


	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
	Parent			URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	5		$	3	$	161		$	—	$	—		$	169
Accounts receivable, net		—			9			8		60			260		—			337
Intercompany receivable (payable)		74			(773	)		847		(148	)		—		—			—
Inventory		—			21			17		6			—		—			44
Prepaid expenses and other assets		—			53			23		13			—		—			89
Deferred taxes		—			59			6		1			—		—			66

Total current assets		74			(626	)		904		93			260		—			705

Rental equipment, net		—			1,363			788		263			—		—			2,414
Property and equipment, net		47			210			148		29			—		—			434
Investments in subsidiaries		190			1,948			—		—			—		(2,138	)		—
Goodwill and other intangibles, net		—			102			85		44			—		—			231
Other long-term assets		9			63			2		—			1		—			75

Total assets	$	320		$	3,060		$	1,927	$	429		$	261	$	(2,138	)	$	3,859


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current maturities of long-term debt	$	—		$	125		$	—	$	—		$	—	$	—		$	125
Accounts payable		—			61			50		17			—		—			128
Accrued expenses and other liabilities		43			71			74		20			—		—			208

Total current liabilities		43			257			124		37			—		—			461
Long-term debt		117			2,375			141		—			193		—			2,826
Subordinated convertible debentures		124			—			—		—			—		—			124
Deferred taxes		14			238			141		31			—		—			424
Other long-term liabilities		41			—			2		—			—		—			43

Total liabilities		339			2,870			408		68			193		—			3,878

Total stockholders’ (deficit) equity		(19	)		190			1,519		361			68		(2,138	)		(19	)

Total liabilities and stockholders’ (deficit) equity	$	320		$	3,060		$	1,927	$	429		$	261	$	(2,138	)	$	3,859

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2010


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
REVENUES
Equipment rentals	$	—		$	205		$	122		$	53		$	—		$	—	$	380
Sales of rental equipment		—			20			10			5			—			—		35
New equipment sales		—			12			3			4			—			—		19
Contractor supplies sales		—			9			8			6			—			—		23
Service and other revenues		—			12			6			3			—			—		21

Total revenues		—			258			149			71			—			—		478


Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			112			73			29			—			—		214
Depreciation of rental equipment		—			53			32			11			—			—		96
Cost of rental equipment sales		—			14			7			3			—			—		24
Cost of new equipment sales		—			10			3			3			—			—		16
Cost of contractor supplies sales		—			8			4			4			—			—		16
Cost of service and other revenues		—			5			2			2			—			—		9

Total cost of revenues		—			202			121			52			—			—		375


Gross profit		—			56			28			19			—			—		103
Selling, general and administrative expenses		(9	)		41			38			12			4			—		86
Restructuring charge		—			5			1			—			—			—		6
Non-rental depreciation and amortization		4			4			4			1			—			—		13

Operating income (loss)		5			6			(15	)		6			(4	)		—		(2	)
Interest expense, net		3			57			1			(1	)		1			—		61
Interest expense-subordinated convertible debentures		2			—			—			—			—			—		2
Other (income) expense, net		(14	)		11			8			2			(8	)		—		(1	)


Income (loss) before provision (benefit) for income taxes		14			(62	)		(24	)		5			3			—		(64	)
Provision (benefit) for income taxes		5			(22	)		(9	)		1			1			—		(24	)


Income (loss) before equity in net (loss) earnings of subsidiaries		9			(40	)		(15	)		4			2			—		(40	)
Equity in net (loss) earnings of subsidiaries		(49	)		(9	)		—			—			—			58		—


Net (loss) income	$	(40	)	$	(49	)	$	(15	)	$	4		$	2		$	58	$	(40	)

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries					Eliminations		Total
	Parent			URNA			Guarantor Subsidiaries			Foreign		SPV			Eliminations		Total
REVENUES
Equipment rentals	$	—		$	238		$	161		$	49	$	—		$	—	$	448
Sales of rental equipment		—			43			17			7		—			—		67
New equipment sales		—			12			7			4		—			—		23
Contractor supplies sales		—			13			13			6		—			—		32
Service and other revenues		—			13			8			3		—			—		24

Total revenues		—			319			206			69		—			—		594


Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			115			91			27		—			—		233
Depreciation of rental equipment		—			60			35			11		—			—		106
Cost of rental equipment sales		—			38			16			5		—			—		59
Cost of new equipment sales		—			11			6			3		—			—		20
Cost of contractor supplies sales		—			9			10			4		—			—		23
Cost of service and other revenues		—			5			3			1		—			—		9

Total cost of revenues		—			238			161			51		—			—		450


Gross profit		—			81			45			18		—			—		144
Selling, general and administrative expenses		9			43			38			13		5			—		108
Restructuring charge		—			2			2			—		—			—		4
Non-rental depreciation and amortization		4			5			4			1		—			—		14

Operating (loss) income		(13	)		31			1			4		(5	)		—		18
Interest expense, net		8			37			3			1		1			—		50
Interest expense-subordinated convertible debentures		2			—			—			—		—			—		2
Other (income) expense, net		(16	)		12			11			2		(10	)		—		(1	)


(Loss) income before (benefit) provision for income taxes		(7	)		(18	)		(13	)		1		4			—		(33	)
(Benefit) provision for income taxes		(3	)		(7	)		(6	)		—		2			—		(14	)


(Loss) income before equity in net (loss) earnings of subsidiaries		(4	)		(11	)		(7	)		1		2			—		(19	)
Equity in net (loss) earnings of subsidiaries		(15	)		(4	)		—			—		—			19		—


Net (loss) income	$	(19	)	$	(15	)	$	(7	)	$	1	$	2		$	19	$	(19	)

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2010


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by (used in) operating activities	$	6		$	99		$	8		$	(8	)	$	13		$	—	$	118
Net cash used in investing activities		(4	)		(2	)		(11	)		(1	)		—			—		(18	)
Net cash used in financing activities		(2	)		(99	)		—			(140	)		(13	)		—		(254	)
Effect of foreign exchange rates		—			—			—			5			—			—		5

Net decrease in cash and cash equivalents		—			(2	)		(3	)		(144	)		—			—		(149	)
Cash and cash equivalents at beginning of period		—			5			3			161			—			—		169

Cash and cash equivalents at end of period	$	—		$	3		$	—		$	17		$	—		$	—	$	20

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2009


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by operating activities	$	1		$	41		$	6		$	9		$	67		$	—	$	124
Net cash (used in) provided by investing activities		(5	)		6			(1	)		4			—			—		4
Net cash provided by (used in) financing activities		4			(45	)		1			—			(67	)		—		(107	)
Effect of foreign exchange rates		—			—			—			(2	)		—			—		(2	)

Net increase in cash and cash equivalents		—			2			6			11			—			—		19
Cash and cash equivalents at beginning of period		—			—			4			73			—			—		77

Cash and cash equivalents at end of period	$	—		$	2		$	10		$	84		$	—		$	—	$	96

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)

Executive Overview

We are the largest equipment rental company in the world with an integrated network of 562 rental locations in the United States, Canada and Mexico. Although the equipment rental industry is highly fragmented and diverse, we believe we are well positioned to take advantage of this environment because as a larger company we have more resources and certain competitive advantages over smaller competitors. These advantages include greater purchasing power, the ability to provide customers with a broader range of equipment and services as well as with better maintained equipment, and greater flexibility to transfer equipment among branches.

We offer approximately 3,000 classes of equipment for rent to customers that include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. Our revenues are derived from the following sources: equipment rentals, sales of used rental equipment, sales of new equipment, contractor supplies sales and service and other. In 2009, equipment rental revenues represented 78 percent of our total revenues.

As expected, and consistent with the recent decline in non-residential construction activity, the first quarter of 2010 was challenging. In particular, because of this environment, we have experienced a deterioration in the prices we charge our customers (“rental rates”), though this was partially offset by a slight improvement in time utilization and a more significant improvement in the gross margins we realized from the sale of used equipment. As a result, our revenues and profitability have deteriorated. In anticipation of these challenges, however, we have executed a strategy- which includes a continued focus on our core rental business, strengthening of our customer service capabilities, disciplined cost controls, free cash flow generation and continued focus on increasing the proportion of our revenues that is derived from National Accounts and other large customers- that we believe has positioned us to weather the economic downturn and will enable us to improve our returns to stockholders as economic conditions improve.

Financial Overview

Net loss. Net loss and diluted loss per share for the three months ended March 31, 2010 and 2009 were as follows:


	Three Months Ended March 31,
	2010			2009
Net loss	$	(40	)	$	(19	)
Diluted loss per share	$	(0.67	)	$	(0.32	)

Net loss and diluted loss per share for the three months ended March 31, 2010 and 2009 include the impacts of the following special items (amounts presented on an after-tax basis):


	Three Months Ended March 31,
	2010						2009
	Net loss			Diluted loss per share			Net (loss) gain			Diluted (loss) gain per share
Restructuring charge (1)	$	(3	)	$	(0.06	)	$	(3	)	$	(0.04	)
(Loss) gain on repurchase of debt securities		(2	)		(0.04	)		3			0.04

(1)	As discussed below (see “Restructuring charge”), this relates to branch closure charges and severance costs.

EBITDA GAAP Reconciliation . EBITDA represents the sum of net loss, benefit for income taxes, interest expense, net, interest expense-subordinated convertible debentures, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the restructuring charge and stock compensation expense, net. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliation, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net loss or cash flow from operating activities as indicators of operating performance or liquidity. The table below provides a reconciliation between net loss and EBITDA and adjusted EBITDA.


	Three Months Ended March 31,
	2010			2009
Net loss	$	(40	)	$	(19	)
Benefit for income taxes		(24	)		(14	)
Interest expense, net		61			50
Interest expense – subordinated convertible debentures		2			2
Depreciation of rental equipment		96			106
Non-rental depreciation and amortization		13			14

EBITDA	$	108		$	139
Restructuring charge (1)		6			4
Stock compensation expense, net (2)		1			2

Adjusted EBITDA	$	115		$	145

(1)	As discussed below (see “Restructuring charge”), this relates to branch closure charges and severance costs.

(2)	Represents non-cash, share-based payments associated with the granting of equity instruments.

For the three months ended March 31, 2010, EBITDA decreased $31, or 22.3 percent, primarily reflecting lower equipment rental revenue and gross profit due to the soft construction environment, partially offset by improved margins on sales of rental equipment and cost reductions. On an adjusted basis, our EBITDA declined $30, or 20.7 percent, and our EBITDA margin decreased by 0.3 percentage points to 24.1 percent, also reflecting lower equipment rental gross profit partially offset by improved margins on sales of rental equipment and cost reductions.

Results of Operations

As discussed in note 2 to our condensed consolidated financial statements, our reportable segments are general rentals and trench safety, pump and power. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentals segment operates throughout the United States and Canada and has one location in Mexico. The trench safety, pump and power segment includes the rental of specialty construction products and related services. The trench safety, pump and power segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates in the United States and has one location in Canada.

As discussed in note 2 to our condensed consolidated financial statements, we aggregate our seven geographic regions—the Southwest, Gulf, Northwest, Southeast, Midwest, East, and the Northeast Canada- as well as the Aerial West region into our general rentals reporting segment. Historically, there have been variances in the levels of equipment rentals gross margins achieved by these regions. For instance, for the five year period ended March 31, 2010, our Midwest region’s equipment rentals gross margin varied by more than 10 percent from the equipment rentals gross margin of the aggregated general rentals’ regions over the same period. Although the margin for the Midwest region exceeded a 10 percent variance level for this five year period, prior to the significant economic downturn in 2009 that negatively impacted all our regions, the Midwest region’s margin was converging with those achieved at the other general rentals’ regions, and, given management’s focus on cost cutting, improved processes and fleet sharing, we expect further convergence going forward. Although we believe aggregating these regions into our general rentals reporting segment for segment reporting purposes is appropriate, to the extent that the margin variances persist and the equipment rentals gross margins do not converge, we may be required to disaggregate the regions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.

These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment operating results. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

Revenues by segment were as follows:


	General rentals		Trench safety, pump and power		Total
Three months ended March 31, 2010
Equipment rentals	$	352	$	28	$	380
Sales of rental equipment		32		3		35
New equipment sales		18		1		19
Contractor supplies sales		22		1		23
Service and other revenues		19		2		21

Total revenues	$	443	$	35	$	478

Three months ended March 31, 2009
Equipment rentals	$	418	$	30	$	448
Sales of rental equipment		64		3		67
New equipment sales		21		2		23
Contractor supplies sales		31		1		32
Service and other revenues		24		—		24

Total revenues	$	558	$	36	$	594

Equipment rentals . 2010 equipment rentals of $380 decreased $68, or 15.2 percent, reflecting a 6.5 percent rental rate decline, partially offset by a 0.1 percentage point increase in time utilization on a smaller fleet. Dollar utilization, which reflects the impact of both rental rates and time utilization, and is calculated based on annualized rental revenue divided by the average original equipment cost of our fleet, decreased 3.5 percentage points to 39.4 percent. Equipment rentals represented 79 and 75 percent of total revenues for the three months ended March 31, 2010 and 2009, respectively. On a segment basis, equipment rentals represented 79 percent and 80 percent of total revenues for the three months ended March 31, 2010 for general rentals and trench safety, pump and power, respectively. General rentals equipment rentals decreased $66, or 15.8 percent, reflecting an 11.9 percent decrease in same-store rental revenues. Trench safety, pump and power equipment rentals decreased $2, or 6.7 percent, reflecting an 8.0 percent decrease in same-store rental revenues.

Sales of rental equipment . For the three months ended March 31, 2010 and 2009, sales of rental equipment represented 7 and 11 percent of our total revenues, respectively, and our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2010, sales of rental equipment decreased 47.8 percent as compared to the same period in 2009, primarily reflecting a decline in the volume of equipment sold.

New equipment sales. For the three months ended March 31, 2010 and 2009, sales of new equipment represented 4 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2010, sales of new equipment declined $4, or 17.4 percent, as compared to the same period in 2009, primarily reflecting a decline in the volume of equipment sold and the mix of equipment sold.

Contractor supplies sales. Contractor supplies sales represent our revenues associated with selling a variety of supplies, including construction consumables, tools, small equipment and safety supplies. Consistent with sales of rental and new equipment, general rentals accounts for substantially all of our contractor supplies sales. For the three months ended March 31, 2010, contractor supplies sales declined 28.1 percent as compared to the same period in 2009. The decline reflects a reduction in the volume of supplies sold, consistent with a weak construction environment, partially offset by improved pricing and product mix.

Service and other revenues . Service and other revenues primarily represent our revenues earned from providing repair and maintenance services (including parts sales). Consistent with sales of rental and new equipment as well as sales of contractor supplies, general rentals accounts for substantially all of our service and other revenues. For the three months ended March 31, 2010, service and other revenues declined 12.5 percent as compared to the same period in 2009, primarily reflecting decreased revenues from service labor and parts sales.

Segment Operating Income

Segment operating income and operating margin were as follows:


	General rentals			Trench safety, pump and power			Total
Three months ended March 31, 2010
Operating Income	$	1		$	3		$	4
Operating Margin		0.2	%		8.6	%		0.8	%
Three months ended March 31, 2009
Operating Income	$	20		$	2		$	22
Operating Margin		3.6	%		5.6	%		3.7	%

The following is a reconciliation of segment operating income to total Company operating (loss) income:


	Three Months Ended March 31,
	2010			2009
Total segment operating income	$	4		$	22
Unallocated restructuring charge		(6	)		(4	)

Operating (loss) income	$	(2	)	$	18

General rentals. For the three months ended March 31, 2010, operating income decreased by $19 and operating margin decreased by 3.4 percentage points from 2009, reflecting reduced gross margins from equipment rentals partially offset by cost reductions and increased gross margins from sales of rental equipment.

Trench safety, pump and power. For the three months ended March 31, 2010, operating income increased by $1 and operating margin increased by 3.0 percentage points from 2009, reflecting improved selling, general and administrative leverage.

Gross Margin. Gross margins by revenue classification were as follows:


	Three Months Ended
	March 31, 2010		March 31, 2009
Total gross margin	21.5	%	24.2	%
Equipment rentals	18.4	%	24.3	%
Sales of rental equipment	31.4	%	11.9	%
New equipment sales	15.8	%	13.0	%
Contractor supplies sales	30.4	%	28.1	%
Service and other revenues	57.1	%	62.5	%

For the three months ended March 31, 2010, total gross margin decreased 2.7 percentage points as compared to the same period in 2009, primarily reflecting decreased gross margins from equipment rentals, partially offset by increased gross margins from sales of rental equipment. Equipment rentals gross margin decreased 5.9 percentage points, primarily reflecting a 6.5 percent rental rate decline, partially offset by a 0.1 percentage point increase in time utilization on a smaller fleet and savings realized from ongoing cost saving initiatives. The 19.5 percentage point increase in gross margins from sales of rental equipment primarily reflects a higher proportion of retail sales, which yield higher margins, in 2010. For the three months ended March 31, 2010 and 2009, on an original equipment cost-weighted basis, retail sales represented 70 and 34 percent of our sales of rental equipment, respectively, while auction sales represented 17 and 39 percent, respectively. Gross margins from sales of rental equipment may change in future periods if the mix of the channels that we use to sell rental equipment changes.

Selling, general and administrative (“SG&A”) expenses. SG&A expense information for the three months ended March 31, 2010 and 2009 was as follows:


	Three Months Ended
	March 31, 2010			March 31, 2009
Total SG&A expenses	$	86		$	108
SG&A as a percentage of revenue		18.0	%		18.2	%

SG&A expense primarily includes sales force compensation, bad debt expense, information technology costs, advertising and marketing expenses, third-party professional fees, management salaries and clerical and administrative overhead. For the three months ended March 31, 2010, SG&A expense of $86 declined $22 as compared to 2009 and decreased by 0.2 percentage points as a percentage of revenue. The decline in SG&A reflects the benefits we are realizing from our cost-saving initiatives, including reduced compensation costs, travel and entertainment expenses and professional fees. Additionally, SG&A expense for the three months ended March 31, 2010 includes a benefit of $4 related to an insurance reimbursement of professional fees for regulatory matters that were previously expensed by the Company.

Restructuring charge. For the three months ended March 31, 2010 and 2009, restructuring charges of $6 and $4, respectively, relate to the closure of seven and 10 branches, respectively, and severance costs associated with reductions in headcount of approximately 500 in both periods.

Interest expense, net for the three months ended March 31, 2010 and 2009 was as follows:

Interest expense, net for the three months ended March 31, 2010 increased $11. Interest expense, net for the three months ended March 31, 2010 includes a loss of $4 related to the repurchase of the remaining $435 principal amount of our 6 ¹ /2 percent Senior Notes. Interest expense, net for the three months ended March 31, 2009 includes a gain of $4 related to the repurchase of $22 of our outstanding senior notes. Excluding the impact of the gains/losses on the debt repurchases, interest expense, net increased primarily due to higher interest rates on lower average outstanding debt.

Other income, net was $1 for the three months ended March 31, 2010 and 2009. As discussed in note 4 to our condensed consolidated financial statements, other income, net for the three months ended March 31, 2010 includes (i) a gain of $8 associated with outstanding foreign currency forward contracts and (ii) a loss of $8 associated with the revaluation of certain outstanding intercompany loans.

Income taxes. The following table summarizes our benefit for income taxes and the related effective tax rates for the three months ended March 31, 2010 and 2009:


	Three Months Ended
	March 31, 2010			March 31, 2009
Loss before benefit for income taxes	$	(64	)	$	(33	)
Benefit for income taxes		(24	)		(14	)
Effective tax rate		37.5	%		42.4	%

The difference between the 2010 effective tax rate of 37.5 percent and the U.S. federal statutory income tax rate of 35 percent primarily relates to the geographical mix of income between foreign and domestic operations, as well as the impact of state and local taxes, and certain nondeductible charges. The difference between the 2009 effective tax rate of 42.4 percent and the U.S. federal statutory income tax rate of 35 percent primarily relates to the geographical mix of income between foreign and domestic operations, as well as the impact of state and local taxes.

The balance of prepaid expenses and other assets at March 31, 2010 decreased by $33, or 37.1 percent, as compared to December 31, 2009, primarily due to a federal tax refund of $55 received in March 2010.

Liquidity and Capital Resources

Liquidity . We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under the ABL facility and accounts receivable securitization facility. As of March 31, 2010, we had (i) $713 of borrowing capacity, net of $68 of letters of credit, available under the ABL facility, (ii) $58 of borrowing capacity available under our accounts receivable securitization facility and (iii) cash and cash equivalents of $20. Cash equivalents at March 31, 2010 consist of direct obligations of AA rated financial institutions. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

As discussed further in note 4 to the condensed consolidated financial statements, during the first quarter of 2010, we concentrated $163 Canadian of excess foreign cash from Canada into the U.S. through certain intercompany loans. This cash was used to pay down existing debt. As a result, the balance of cash and cash equivalents decreased significantly from December 31, 2009.

We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases and (iv) debt service. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental equipment and, if required, borrowings available under the ABL facility and accounts receivable securitization facility.

Retirement of Senior Notes. As discussed above, in the first quarter of 2010, we repurchased and retired the remaining $435 principal amount of our outstanding 6 ¹ /2 percent Senior Notes due 2012.

Loan Covenants and Compliance. As of March 31, 2010, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility. Both of these covenants were suspended on June 9, 2009 because the availability, as defined in the agreement governing the ABL facility, had exceeded 20 percent of the maximum revolver amount under the ABL facility. Since the June 9, 2009 suspension date and through March 31, 2010, availability under the ABL facility has exceeded 10 percent of the maximum revolver amount under the ABL facility and, as a result, these maintenance covenants remained inapplicable. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility.

As of March 31, 2010, primarily due to our 2008 goodwill impairment charge, we no longer had any restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing our outstanding senior subordinated notes. This depletion limits our ability to move operating cash flows to Holdings, although certain intercompany arrangements are exempted.

Sources and Uses of Cash. During the three months ended March 31, 2010, we (i) generated cash from operating activities of $118, including $55 related to a federal tax refund and (ii) generated cash from the sale of rental and non-rental equipment of $36. We used cash during this period principally to (i) fund payments on debt, net of proceeds, of $252 and (ii) purchase rental and non-rental equipment of $54. During the three months ended March 31, 2009, we (i) generated cash from operating activities of $124 and (ii) generated cash from the sale of rental and non-rental equipment of $70. We used cash during this period principally to (i) fund payments on debt, net of proceeds, of $106 and (ii) purchase rental and non-rental equipment of $64.

Free Cash Flow GAAP Reconciliation. We define free cash flow as (i) net cash provided by operating activities less (ii) purchases of rental and non-rental equipment plus (iii) proceeds from sales of rental and non-rental equipment and excess tax benefits from share-based payment arrangements, net. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net loss or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow.


	Three Months Ended March 31,
	2010			2009
Net cash provided by operating activities	$	118		$	124
Purchases of rental equipment		(49	)		(52	)
Purchases of non-rental equipment		(5	)		(12	)
Proceeds from sales of rental equipment		35			67
Proceeds from sales of non-rental equipment		1			3
Excess tax benefits from share-based payment arrangements, net		(1	)		(1	)

Free cash flow	$	99		$	129

Free cash flow for the three months ended March 31, 2010 was $99, a decrease of $30 as compared to free cash flow of $129 for the three months ended March 31, 2009. As noted above, net cash provided by operating activities for the three months ended March 31, 2010 includes a $55 federal tax refund. Excluding the impact of this refund, net cash provided by operating activities decreased due to lower profitability and less of a working capital contribution. Additionally, the year-over-year decrease in free cash flow reflects lower proceeds from sales of rental equipment.

Our credit ratings as of April 19, 2010 were as follows:


	Corporate Rating	Outlook
Moody’s (1)	B3	Stable
S&P (1)	B	Negative
Fitch (1)	B	Negative

(1)

Prior to the June 2009 issuance of URNA’s 10 ⁷ /8 percent Senior Notes, and in recognition of the deteriorating economic environment, Standard & Poor’s and Fitch downgraded the Company to a corporate rating of B and Fitch placed the Company on negative outlook. In November 2009, prior to the issuance of URNA’s 9 ¹ /4 percent Senior Notes and URI’s 4 percent Convertible Senior Notes, and in recognition of the deteriorating economic environment, Moody’s downgraded the Company to a corporate rating of B3 and placed the Company on stable outlook.

Both our ability to obtain financing and the related cost of borrowing are affected by our credit ratings, which are periodically reviewed by these rating agencies. Our current credit ratings are below investment grade and we expect our access to the public debt markets to be limited to the non-investment grade segment as long as our ratings reflect a below investment grade rating.

A security rating is not a recommendation to buy, sell or hold securities insofar as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if in its judgment circumstances warrant.

Certain Information Concerning Off-Balance Sheet Arrangements. We lease real estate and non-rental equipment under operating leases as a regular business activity. As part of some of our non-rental equipment operating leases, we guarantee that the value of the equipment at the end of the term will not be less than a specified projected residual value. If the actual residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $19. Under current circumstances we do not anticipate paying significant amounts under these guarantees; however, we cannot be certain that changes in market conditions or other factors will not cause the actual residual values to be lower than those currently anticipated. In accordance with GAAP, this potential liability was not reflected on our balance sheet as of March 31, 2010 or any prior date as we believe that proceeds from the sale of the equipment under these operating leases would approximate the payment obligation.

Relationship between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings licenses its tradename and other intangibles and provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services; (ii) finance and tax-related services and support; (iii) information technology systems and support; (iv) acquisition-related services; (v) legal services; and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk primarily consists of (i) interest rate risk associated with our variable and fixed rate debt, (ii) foreign currency exchange rate risk primarily associated with our Canadian operations and (iii) equity price risk associated with our convertible debt.

Interest Rate Risk. As of March 31, 2010, we had an aggregate of $721 of indebtedness that bears interest at variable rates, comprised of $579 of borrowings under the ABL facility and $142 of borrowings under our accounts receivable securitization facility. The amount of variable rate indebtedness outstanding under the ABL facility and accounts receivable securitization facility may fluctuate significantly. The interest rates applicable to our variable rate debt on March 31, 2010 were (i) 3.3 percent for the ABL facility and (ii) 1.6 percent for the accounts receivable securitization facility. As of March 31, 2010, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $4 for each one percentage point increase in the interest rates applicable to our variable rate debt.

At March 31, 2010, we had an aggregate of $2.1 billion of indebtedness that bears interest at fixed rates, including our subordinated convertible debentures. A one percentage point increase in market interest rates as of March 31, 2010 would reduce the fair value of our fixed rate indebtedness by approximately five percent. For additional information concerning the fair value of our fixed rate debt, see note 5 (see “Fair Value of Financial Instruments”) to our condensed consolidated financial statements.

Currency Exchange Risk. The functional currency for our Canadian operations is the Canadian dollar. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during 2009 relative to the Company as a whole, a 10 percent change in this exchange rate would not have a material impact on our earnings. As discussed in note 4 to our condensed consolidated financial statements, during the three months ended March 31, 2010, we recognized a foreign currency loss of $8 associated with the revaluation of certain outstanding intercompany loans, however this loss was offset by a gain of $8 recognized on outstanding forward contracts to purchase $163 Canadian dollars, and the aggregate foreign currency impact of the intercompany loans and forward contracts did not have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes.

Equity Price Risk. In connection with the November 2009 issuance of $173 aggregate principal amount of 4 percent Convertible Senior Notes, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.5 million shares of our common stock. The convertible note hedge transactions are intended to reduce, subject to a limit, the potential dilution with respect to our common stock upon conversion of the 4 percent Convertible Notes. The effect of the convertible note hedge transactions is to increase the effective conversion price to approximately $15.56 per share, equal to an approximately 75 percent premium over the $8.89 closing price of our common stock on November 10, 2009. However, in the event the market value of our common stock exceeds $15.56 per share, the settlement amount received from such transactions will only partially offset the potential dilution. For example, if, at the time of exercise of the conversion right, the price of our common stock was $17.00 or $20.00 per share, on a net basis, we would issue 1.3 million or 3.4 million shares, respectively.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of March 31, 2010. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2010.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2010 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The information set forth under note 7 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments and should be read in conjunction with note 13 to our consolidated financial statements for the year ended December 31, 2009 filed on Form 10-K on February 3, 2010.

Item 1A.

Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 2009 Form 10-K, which risk factors are incorporated herein by reference. You should carefully consider these risk factors in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information about purchases of Holdings’ common stock by Holdings during the first quarter of 2010:


Period	Total Number of Shares Purchased	Average Price Paid Per Share
January 1, 2010 to January 31, 2010	2,258	$	9.32
February 1, 2010 to February 28, 2010	—	$	—
March 1, 2010 to March 31, 2010	101,877	$	8.31

Total (1)	104,135

(1)	The shares were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program.

Item 5.

Exhibits



3(a)		Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)

3(b)		By-laws of United Rentals, Inc., amended as of January 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on January 20, 2009)

10(a)*		Employment Agreement, dated as of May 11, 2008, between United Rentals, Inc. and Joseph Dixon

10(b)*		Employment Agreement, dated as of March 12, 2010, between United Rentals, Inc. and Matthew Flannery

10(c)*		First Amendment, dated as of March 31, 2010, to the Employment Agreement between United Rentals, Inc. and Jonathan Gottsegen

10(d)*		Form of United Rentals, Inc. Stock Option Agreement for Senior Management

10(e)*		Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management

12.1*		Computation of Ratio of Earnings to Fixed Charges

31(a)*		Rule 13a-14(a) Certification by Chief Executive Officer

31(b)*		Rule 13a-14(a) Certification by Chief Financial Officer

32(a)**		Section 1350 Certification by Chief Executive Officer

32(b)**		Section 1350 Certification by Chief Financial Officer

*	Filed herewith.

**	Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.

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 thereunto duly authorized.


	UNITED RENTALS, INC.

Dated: April 21, 2010	By:	/ S / J OHN J. F AHEY
		John J. Fahey
		Vice President, Controller and Principal Accounting Officer

	UNITED RENTALS (NORTH AMERICA), INC.

Dated: April 21, 2010	By:	/ S / J OHN J. F AHEY
		John J. Fahey
		Vice President, Controller and Principal Accounting Officer

Exhibit 10(a)

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) between UNITED RENTALS, INC. , a Delaware corporation, having a principal place of business at Five Greenwich Office Park, Greenwich, CT 06831 (United Rentals, Inc. and its subsidiaries, parents and other affiliates are referred to collectively as the “ Company ”), and JOSEPH DIXON (“ Employee ”) is hereby entered into as of the date identified below. It cancels and supersedes all prior agreements with respect to the subject matter hereof.

Recitals:

The Company engages in the business of renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial equipment, aerial work platforms, traffic safety equipment, trench safety equipment, industrial equipment, landscaping equipment, and home repair and maintenance equipment, as well as highway construction related technologies and the buying of companies that engage in such activities along with the computer hardware and software systems designed, developed and utilized with respect to any of the foregoing. The Company may in the future also engage in other businesses. The businesses in which the Company is at any time engaged, to any extent, are collectively referred to as the “ Business .”

Employee is or will be employed by the Company in a confidential relationship where Employee, in the course of his or her employment with the Company, has become or will become familiar with and aware of information which was established and maintained at great expense to the Company; this information is a Trade Secret (as defined below) and constitutes valuable goodwill of the Company. The protection of these Trade Secrets is of critical importance to the Company.

The Company will sustain great loss and damage if Employee should violate the provisions of this Agreement. Monetary damages for such losses would be extremely difficult to measure.

NOW, THEREFORE , in consideration of the Company’s employment of Employee on an at-will basis, and the Company’s agreement to Section 3.1 , the Employee acknowledges that sufficient consideration is being granted in exchange for the terms and provisions contained herein, including, but not limited to, the non-compete provisions contained in Section 3 hereof and the assignment provision contained in Section 9(c) hereof. For the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Employment At Will; Full Time, Etc.

(a)

Employee is employed on at-will basis. His or her employment may be terminated by the Company or by the Employee, at any time, for any reason, without notice or cause.

(b)

During his or her employment, Employee shall devote his or her full time, attention and use best efforts to promote and further the business and services of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. Employee shall not, during his or her employment, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Company.

(c)

All funds received by Employee on behalf of the Company, if any, shall be held in trust for the Company and shall be delivered to the Company as soon as practicable.

(d)

The Company shall reimburse Employee for properly documented expenses that are incurred by Employee on behalf of the Company in accordance with Company policies in effect from time to time.

2. Trade Secrets; Confidentiality and Company Property . During and at all times after Employee’s employment with the Company:

(a)

Employee will not disclose to any person or entity, without the Company’s prior written consent, any Trade Secrets or other Confidential Information (as defined below), whether prepared by Employee or others;

(b)

Employee will not use any Trade Secrets or other Confidential Information in order to solicit or call upon any person or entity;

(c)

Employee will not directly or indirectly use any Trade Secrets or other Confidential Information other than as directed by the Company in writing;

(d)

Employee will not, except in the furtherance of the business of the Company, remove any Trade Secrets or other Confidential Information from the premises of the Company without the prior written consent of the Company;

(e)

All products, correspondence, reports, records, charts, advertising materials, designs, plans, manuals, field guides, memoranda, lists and other property compiled or produced by Employee or delivered to Employee by or on behalf of the Company or by its customers (including, but not limited to, customers obtained by the Employee), whether or not Confidential Information, shall be and remain the property of the Company and shall be subject at all times to its direction and control;

(f)

Upon termination of employment for any reason whatsoever, or upon request at any time, Employee will promptly deliver to the Company all originals and copies (whether in note, memo or other document form or on video, audio, computer tapes, discs or otherwise) of all Trade Secrets or other Confidential Information, and all property identified in Section 2(e) above, that is in Employee’s possession, custody or control, whether prepared by Employee or others;

(g)

“Trade Secrets” shall mean all information not generally known about the business of the Company, which is subject to reasonable efforts to maintain its secrecy or confidentiality, and from which the Company derives economic value from the fact that the information is not generally known to others who may obtain economic value from its disclosure or use, regardless of whether such information is specifically designated as a trade secret, and regardless of whether such information may be protected as a trade secret under any applicable law.

(h)

“Confidential Information” shall mean all information which is valuable to the Company and not generally known to the public, and includes, but is not limited to:

(i)

business, strategic and marketing plans and forecasts, and the past results of such plans and forecasts;

(ii)

business, pricing and management methods;

(iii)

employee handbooks, operations manuals and best practices memoranda;

(iv)

finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions;

(v)

names of, arrangements with, or other information relating to, the Company’s customers, equipment suppliers, manufacturers, financiers, owners or operators, representatives and other persons who have business relationships with the Company or who are prospects for business relationships with the Company;

(vi)

technical information, work product and know-how;

(vii)

cost, operating, and other management information systems, and other software and programming;

(viii)

the name of any company or business, any part of which is or at any time was a candidate for potential acquisition by the Company, together with all analyses and other information which the Company has generated, compiled or otherwise obtained with respect to such candidate, business or potential acquisition, or with respect to the potential effect of such acquisition on the Company’s business, assets, financial results or prospects; and

(ix)

the Company’s Trade Secrets (note that some of the information listed above may also be a Trade Secret).

3. Non-Compete Provisions . The following covenants are made by Employee in partial consideration for the substantial economic investment made by the Company in the employment, education and training of Employee and the compensation and other benefits afforded by the Company to the Employee. Such covenants were material inducements to the Company in deciding to invest in Employee and giving Employee access to the Company’s Trade Secrets and Confidential Information.

(a)

During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not, directly or indirectly (whether through affiliates, relatives or otherwise):

(i)

in any Restricted Area (as hereinafter defined), be employed or retained by any person or entity who or which then competes with the Company to any extent, nor will Employee directly or indirectly own any interest in any such person or entity or render to it any consulting, brokerage, contracting, financial or other services or any advice, assistance or other accommodation. Employee shall be deemed to be employed or retained in the Restricted Area if Employee has an office in the Restricted Area or if Employee performs any duties or renders any advice with respect to any facility or business activities in the Restricted Area. A “ Restricted Area ” means each of:

(A)

any state in the United States and any province in Canada in which the Company conducts any equipment rental or other equipment-related activity, it being agreed that each state and province is one unitary market for purposes of the Company’s business; and

(B)

regardless of state, the area within a 50 mile radius of any office or facility of the Company in which or in relation to which Employee shall have performed any duties, or had management, financial or sales responsibilities, for the Company during the one year period preceding the termination of his or her employment.

(ii)

Be employed or retained anywhere in the United States or Canada by a Similar Entity (as hereinafter defined), nor will Employee directly or indirectly own any interest in any Similar Entity or render to it any consulting, brokerage, financing, contracting, or other services. A “ Similar Entity ” means each of:

(A)

the entities listed in Exhibit A to this Agreement;

(B)

any entity which at any time during the term of Employee’s employment was a candidate for acquisition by or merger with the Company; and

(C)

any entity which owns or owned any facility which was acquired by the Company, or was a candidate for acquisition by the Company, at any time during the term of Employee’s employment.

(b)

During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not anywhere directly or indirectly (whether as an owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons):

(i)

solicit the business of, or call upon, any person or entity, or affiliate of any such person or entity, who or which is or was a customer, supplier, manufacturer, finder, broker, or other person who had a business relationship with the Company or who was a prospect for a business relationship with the Company at any time during the period of Employee’s employment, for the purpose of providing or obtaining any product or service reasonably deemed competitive with any product or service then offered by the Company;

(ii)

approve, solicit or retain, or discuss the employment or retention (whether as an employee, consultant or otherwise) of any person who was an employee of the Company at any time during the one-year period preceding the termination of Employee’s employment;

(iii)

solicit or encourage any person to leave the employ of the Company;

(iv)

call upon or assist in the acquisition of any company which was, during the term of this Agreement, either called upon by an employee of the Company or by a broker or other third party, for possible acquisition by the Company or for which an employee of the Company or other person made an acquisition analysis for the Company; or

(v)

own any interest in or be employed by or provide any services to any person or entity which engages in any conduct which is prohibited to Employee under this Section 3(b) .

(c)

Before taking any position with any person or entity during the 12 month period following the termination of his or her employment for any reason, with or without cause or by resignation, Employee will give prior written notice to the Company of the name of such person or entity. Irrespective of whether such notice is given, the Company shall be entitled to advise each such person or entity of the provisions of this Agreement, and to correspond and otherwise deal with each such person or entity to ensure that the provisions of this Agreement are enforced and duly discharged. Employee acknowledges that Employee has not signed a confidentiality, non-competition or non-solicitation agreement with any former employer that by its terms remains in effect.

(d)

All time periods in this Agreement shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Agreement and any time during which there is pending in any court of competent jurisdiction any action (including any appeal from any final judgment) brought by any person, whether or not a party to this Agreement, in which action the Company seeks to enforce the agreements and covenants in this Agreement or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement.

(e)

Employee understands that the provisions of this Agreement have been carefully designed to restrict his or her activities to the minimum extent which is consistent with law and the Company’s requirements. Employee has carefully considered these restrictions, and Employee confirms that they will not unduly restrict Employee’s ability to obtain a livelihood. Employee has heretofore engaged in businesses other than the Business. Before signing this Agreement, Employee has had the opportunity to discuss this Agreement and all of its terms with his or her attorney.

(f)

Since monetary damages will be inadequate and the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced, the Company shall be entitled, among other remedies (i) to an injunction restraining any violation of this Agreement (without any bond or other security being required) by Employee and by any person or entity to whom Employee provides or proposes to provide any services in violation of this Agreement, (ii) to require Employee to hold in a constructive trust, account for and pay over to the Company all compensation and other benefits which Employee shall derive as a result of any action or omission

which is a violation of any provision of this Agreement and (iii) to require Employee to account for and pay over to the Company any net profit earned by the Employee from the exercise, from and after the 24-month period prior to the termination of his or her employment, of any stock options issued to him/her by the Company.

(g)

The courts enforcing this Agreement shall be entitled to modify the duration and scope of any restriction contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as modified shall be enforced.

3.1 Salary Continuation Payments .

(a)

In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then, for a period of 12 months following termination of employment, the Company shall: i) pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of his or her employment (or for an Employee who was employed by the Company for a period less than 12 months, 80% of the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination); ii) pay to Employee an amount equal to the pro-rata portion (based on the percentage of the fiscal year Employee remained employed) of Employee’s target annual cash bonus for the fiscal year in which Employee’s employment was terminated (and any prior fiscal year annual cash bonus if unpaid at the time of Employee’s termination); and iii) vest a pro-rata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any valid and unvested Restricted Stock Units (“RSUs”) which were granted pursuant to separate agreements executed on or prior to the date of this Agreement (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments or RSU vesting described in this Section 3.1(a).

(b)

As used in this Section 3.1, “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.

4. Inventions and Intellectual Property . Employee shall promptly disclose to the Company any and all conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Employee, solely or jointly with another, during or after regular hours of employment, during the period of employment or within one year thereafter, and which are related to the business or activities of the Company or which Employee conceives as a result of his or her employment by the Company, and Employee hereby assigns and agrees to assign all Employee’s interests therein to the Company or its nominee. Employee also agrees that all works created by him/her are considered work made for hire and prepared by Employee within the scope of his/her employment by the Company and Employee further agrees to assign, and hereby does assign automatically, all such future work to the Company. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments or other instruments that the Company shall deem necessary to apply for and obtain Letters of Patent or Copyright of the United States or any foreign country or to otherwise protect the Company’s interest therein. These obligations shall continue beyond the termination of employment with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by Employee during the period of employment or within one year thereafter, and shall be binding upon Employee’s assigns, executors, administrators and other legal representatives.

5. Jurisdiction, Arbitration & Attorneys’ Fees .

(a)

Consent to Personal Jurisdiction . Employee hereby agrees that the interpretation and enforcement of the provisions of this Agreement shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut and Employee hereby consents that such courts be granted exclusive jurisdiction for such purpose. Employee hereby acknowledges that, in the performance of his or her duties, Employee will maintain significant contacts with the Company’s corporate offices in Connecticut, including, without limitation, telephone and email contacts with corporate personnel, access to corporate databases maintained in Connecticut, required attendance at certain training and/or strategic meetings, and payment of business related travel and entertainment expenses.

(b)

Waiver of Jury Trial . Employee agrees to waive a trial by jury in all legal disputes brought pursuant to this Agreement.

(c)

Waiver of Service . Employee agrees to waive formal service of process under any applicable federal or state rules of procedure. Service of process shall be effective when given in the manner provided for notices hereunder.

(d)

Arbitration of Certain Claims by Employee .

(i)

Except for matters referred to in Section 5(a) , any and all claims by Employee relating to any matter arising during or after the employment of the Employee by Company or in connection with the cessation of said employment shall be resolved exclusively by arbitration conducted by one arbitrator in accordance with the National Rules for the Resolution of Employment Disputes established by the American Arbitration Association (AAA). The Company will provide a copy of these Rules to Employee on request. The decision of the arbitrator will be final and binding on both parties.

(ii)

The claims and disputes to be arbitrated under this Section 5(d) (“ Arbitrable Claims ”) include without limitation, disputes or claims arising under (A) federal, state, and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the amendments of the Civil Rights Act of 1991, the Americans with Disabilities Act, (B) the law of contract and (C) the law of tort.

(iii)

Each Arbitrable Claim shall automatically expire unless Employee begins arbitration for the claim no later than the first anniversary of the day on which the Employee learned or reasonably should have learned that he or she may have such claim.

(e)

Attorneys’ Fees . If Employee breaches any of the covenants set forth in this Agreement, Employee agrees to pay all costs (including reasonable attorneys’ fees) incurred by the Company in establishing that breach and in otherwise enforcing any of the covenants or provisions of this Agreement.

6. Suits Against Company.

(a)

Both during and after the term of employment hereunder, Employee covenants that Employee will not bring suit or file counterclaims against the Company, for corporate misconduct (which for this purpose does not mean matters for which Employee has a personal claim against the Company in his or her capacity as an employee), unless both of (i) and (ii) shall have occurred, namely:

(i)

Employee shall have first made written demand to the Company’s Board of Directors to investigate and deal with such misconduct, and

(ii)

The Board of Directors shall have failed within 45 days after the date of receipt of such demand to establish a Special Litigation Committee, consisting exclusively of outside directors, to investigate and deal with such misconduct.

(b)

Without limiting the generality and to further implement the foregoing, Employee irrevocably and unconditionally consents at the option of the Company to the entry of temporary restraining orders and temporary and permanent injunctions (without posting bond or other security) against the filing of any action or counterclaim that is prohibited hereunder.

(c)

The opinion of the Board of Directors shall be binding and conclusive on the determination of which directors constitute “outside directors,” and the determination of the Special Litigation Committee shall be binding and conclusive on all matters relating to the actual or alleged misconduct which is referred to it as aforesaid.

7. Cooperation in Proceedings . During and after the termination of Employee’s employment, Employee will cooperate fully and at reasonable times with the Company and its subsidiaries in all litigations and regulatory proceedings on which the Company or any subsidiary seeks Employee’s assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee will be available to testify at such litigations and other proceedings, and will cooperate with counsel to the Company in preparing materials and offering advice in such litigations and other proceedings. If Employee is not then employed by the Company, the Company shall pay to Employee reasonable compensation for documented time spent in such cooperation, consistent with his or her compensation from the Company prior to termination. Except as required by law and then only upon reasonable prior written notice to the Company, Employee will not in any way cooperate or assist any person or entity in any matter which is adverse to the Company or to any person who was at any time an officer or director of the Company.

8. Non-Disparagement . Except as may be compelled by law or as authorized in writing by the Company, during and at all times after Employee’s employment with the Company, Employee shall not make any oral or written statements, regardless of whether such statements are truthful, nor take any actions, which could disparage or denigrate: a) the Company or any of its subsidiaries; b) any of the Company’s current or former officers, directors or employees; and/or c) the Company’s products or services.

9. Miscellaneous .

(a)

This Agreement is not a promise of employment. There are no oral representations, understandings or agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete and exclusive statement and expression of the agreement between the Company and Employee and

of all the terms of this Agreement, it cancels and supersedes all prior agreements with respect to the subject matter hereof, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing signed by the Company and Employee, and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such terms.

(b)

No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained herein. This Agreement is intended, among other things, to supplement the applicable common and/or statutory laws and does not in any way abrogate any of the obligations or duties Employee otherwise owes to the Company.

(c)

This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, legal representatives, successors and permitted assigns. Employee may not assign either this Agreement or any of Employee’s rights, interests or obligations hereunder. Employee hereby agrees and acknowledges that the Company may assign any or all of its rights and interest hereunder, including, but not limited to, Employee’s agreements contained in Section 2 and Section 3 hereof, without the consent of Employee, to any person or entity that acquires any of the assets of the Company, or to any affiliate of the Company, or to any entity with which the Company merges or consolidates.

(d)

Whenever any notice is required hereunder, it shall be given in writing addressed as follows:


		To the Company:		United Rentals, Inc.
				Five Greenwich Office Park
				Greenwich, CT 06831
				Attn: Human Resources Department

		with a copy to:		United Rentals, Inc.
				Five Greenwich Office Park
				Greenwich, CT 06831
				Attn: Legal Department

		To Employee:		To the home address Employee last provided to the Company’s Human Resources department

Notice shall be deemed effective: (a) five business days after the document is deposited in the U.S. mail (provided it is sent via first class mail, certified, return receipt requested); (b) one business day after the document is delivered to a nationally recognized air courier for next day delivery; and/or (c) upon personal delivery. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph.

(e)

If any section, provision or clause of this Agreement, or any portion thereof, is held void or unenforceable, the remainder of such section, provision or clause, and all other sections, provisions or clauses of this Agreement, shall remain in full force and effect as if the section, provision or clause determined to be void or unenforceable had not been contained herein. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement or any part hereof.

(f)

All rights and remedies of either Party expressly set forth herein are intended to be cumulative and not in limitation of any other right or remedy set forth herein or otherwise available to such party at law or in equity. Notwithstanding the foregoing, in no event shall either party be liable to the other for consequential or punitive damages, except as otherwise provided in this Agreement.

(g)

The Company makes no representations regarding the tax implications of any compensation, payments and benefits to be paid to Employee under this Agreement, including, without limitation, under IRC Section 409A. Employee and the Company agree that in the event the Company

reasonably determines that the terms hereof would result in Employee being subject to tax under Section 409A of the Code, Employee and the Company shall negotiate in good faith to amend this Agreement to the extent necessary to prevent the assessment of any such tax, including by delaying the payment dates of any amounts hereunder.

(h)

This Agreement shall in all respects be constructed according to the laws of the State of Connecticut, without regard to its conflict of laws principles.

(i)

This Agreement may be executed by facsimile and/or in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together, upon execution and delivery, constitute one and the same instrument.


UNITED RENTALS, INC.		EMPLOYEE

BY:	/s/ C RAIG P INTOFF	/s/ J OSEPH D IXON
NAME:	Craig Pintoff	JOSEPH DIXON

TITLE:	Vice President—Human Resources	DATE:	May 11, 2008

DATE:	May 11, 2008

EXHIBIT A

Aggreko

American Equipment Company

Ashtead Group Plc

Atlas Copco Group

Atlas Copco Rental Service

Caterpillar Inc.

CAT Rental

Deere & Co.

GE Capital equipment leasing divisions

Golder Thoma

H & E Equipment Services

Hertz Equipment Rental Corp.

Home Depot

National Equipment Services, Inc.

Nations Rent, Inc.

Neff Corporation

Rental Service Corporation

RentX Industries, Inc.

Sunstate Equipment Co.

Sunbelt Rentals Inc.

Volvo AB

Any company on the “RER 100” list

Any affiliate of any of the foregoing.

Exhibit 10(b)

EMPLOYMENT AGREEMENT

THIS AGREEMENT (this “Agreement”), made in Greenwich, Connecticut as of March 12, 2010, between United Rentals, Inc. , a Delaware corporation (the “Company”), and Matthew Flannery (“Executive”).

WHEREAS, the Company desires to employ Executive as its Senior Vice President, Operations, and Executive desires to accept such employment on the terms and conditions hereinafter set forth;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:

1. At Will Employment .

Executive will be employed by the Company at will, which means that either Executive or the Company may terminate the employment relationship at any time and for any reason or no reason. Notwithstanding the foregoing, following the termination of Executive’s employment, Executive shall be entitled to the compensation and benefits provided for in Section 4 of this Agreement, as applicable depending on the circumstances of such termination, in accordance with such provisions.

2. Employment .

(a) Employment by the Company . Executive agrees to be employed by the Company upon the terms and subject to the conditions set forth in this Agreement. Executive shall serve as the Senior Vice President, Operations.

(b) Performance of Duties . During his employment, Executive shall faithfully and diligently perform Executive’s duties in conformity with the directions of the President of the Company (or his/her designee) and serve the Company to the best of Executive’s ability. Executive shall devote his full business time and best efforts to the business and affairs of the Company. In his capacity as Senior Vice President, Operations, he shall have such duties and responsibilities as are customary for Executive’s position and any other duties and responsibilities he may be assigned by the President and Chief Executive Officer (or his/her/their designee) of the Company.

(c) Place of Performance . Executive shall be based at the Company’s offices in Greenwich, Connecticut. Executive recognizes that his duties will require, at the Company’s expense, routine travel to domestic and international locations.

3. Compensation and Benefits .

(a) Base Salary . The Company agrees to pay to Executive a base salary (“Base Salary”) at the annual rate of $375,000. The Compensation Committee of the Board of Directors of the Company may determine in its sole discretion to increase or decrease the Base Salary. Payments of the Base Salary shall be payable in equal installments in accordance with the Company’s standard payroll practices.

(b) Annual Incentive Bonus Plan . With respect to each year during Executive’s employment hereunder, Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) pursuant to the terms of the United Rentals, Inc. Annual Incentive Compensation Plan or any successor thereto, as it may be amended from time to time (the “Annual Incentive Plan”). Executive’s target incentive opportunity under the Annual Incentive Plan shall be 90% of Base Salary (as at the beginning of the applicable performance period) and Executive’s maximum incentive opportunity shall be 135% of Base Salary (as at the beginning of the applicable performance period). Executive has been determined by the Committee (as defined in the Annual Incentive Plan) to be a Covered Employee (as defined in the Annual Incentive Plan) under the Annual Incentive Plan, and Executive’s Performance Goals (as defined in the Annual Incentive Plan) shall be determined by the Committee (as defined in the Annual Incentive Plan) in accordance with Section 2.11.1 and Article V of the Annual Incentive Plan. The Annual Bonus for a year (if any) shall be paid to Executive in the year following such year at such times and in such amounts as provided in the Annual Incentive Plan, provided that in no event shall such payment be paid later than December 31 of the following year.

(c) 2010 Performance-Based Long-Term Award Grant . The Company shall grant Executive 25,000 Restricted Stock Units and 67,000 Stock Options pursuant to the terms of the applicable plan under which the award is granted.

(d) Benefits and Perquisites . Executive shall be entitled to participate in, to the extent Executive is otherwise eligible under the terms thereof, the benefit plans and programs, and receive the benefits and perquisites, generally provided by the Company to executives of the Company, including without limitation family medical insurance (subject to applicable employee contributions). Executive shall be entitled to not less than 15 vacation days per year, such days to be accrued and used in accordance with Company policy.

(e) Business Expenses . The Company agrees to reimburse Executive for all reasonable and necessary travel, business entertainment and other business expenses incurred by Executive in connection with the performance of his duties under this Agreement in accordance with, and subject to, the Company’s standard policies and procedures. Such reimbursements shall be made by the Company on a timely basis upon submission by Executive of vouchers in accordance with the Company’s standard policies and procedures.

(f) Reimbursement of Compensation . In the event that payment of any compensation to Executive is predicated upon the achievement of certain financial results that subsequently are the subject of a Mandatory Restatement (as defined below) and a lower payment (or no payment) would have been made to Executive based upon the restated financial results, Executive shall reimburse the Company the difference between the amount actually paid and the amount that would have been payable to Executive reduced by the Net Tax Costs (as defined below), based upon the restated financial results. Executive’s reimbursement to the Company shall be made within 30 business days after receiving written notice of the amount owed and the calculations thereof. A “Mandatory Restatement” shall mean a restatement of the Company’s financial statement which, in the good faith opinion of the Company’s public accounting firm, is required to be implemented pursuant to generally accepted accounting

principles, but excluding (i) any restatement which is required with respect to a particular year as a consequence of a change in generally accepted accounting rules effective after the publication of the financial statements for such year, or (ii) any restatement that (A) in the good faith judgment of the Audit Committee of the Board of Directors of the Company (“Audit Committee”), is required due to a change in the manner in which the Company’s auditors interpret the application of generally accepted accounting principles (as opposed to a change in a prior accounting conclusion due to a change in the facts upon which such conclusion was based), or (B) is otherwise required due to events, facts or changes in law or practice that the Board of Directors of the Company concludes were beyond the control and responsibilities of Executive and that occurred regardless of Executive’s diligent and thorough performance of his duties and responsibilities. “Net Tax Costs” shall mean the net amount of any federal, foreign, state or local income and employment taxes paid by Executive in respect of the portion of the compensation subject to reimbursement, after taking into account any and all available deductions, credits or other offsets allowable to Executive (including without limit, any deductions permitted under the claim of right doctrine), and regardless of whether Executive would be required to amend any prior income or other tax returns.

(g) No Other Compensation or Benefits; Payment; Withholdings . The compensation and benefits specified in this Section 3 and in Section 4 of this Agreement shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to Executive specified in this Section 3 and in Section 4 of this Agreement (i) shall be made in accordance with the relevant Company policies in effect from time to time to the extent the same are consistently applied, including normal payroll practices, and (ii) shall be subject to all legally required and customary withholdings.

(h) Cessation of Employment . In the event Executive shall cease to be employed by the Company for any reason, then Executive’s compensation and benefits shall cease on the date of such event, except as otherwise specifically provided herein or in any applicable employee benefit plan or program or as required by law.

(i) Indemnification . The Company shall indemnify Executive in accordance with, and subject to, the terms of the indemnification agreement in the form attached hereto as Exhibit B (the “Indemnification Agreement”). Notwithstanding anything in this Agreement to the contrary, the rights and obligations of the parties with respect to indemnification (including dispute resolution, governing law and notice) shall be governed by the Indemnification Agreement.

4. Compensation Following Termination . Executive shall be entitled only to the following compensation and benefits upon termination of employment:

(a) General . On any termination of Executive’s employment, he shall be entitled to:

(i) any accrued but unpaid Base Salary for services rendered through the date of termination;

(ii) any vacation accrued but unused as of the date of termination;

(iii) any accrued but unpaid expenses required to be reimbursed in accordance with Section 3(e) of this Agreement;

(iv) receive any benefits to which he may be entitled upon termination, if any, pursuant to the plans and programs referred to in Sections 3(d) hereof or as may be required by applicable law; and

(v) receive any amounts or benefits to which he may be entitled upon termination, if any, pursuant to the plans and agreement referred to in Sections 3(b) and 3(c) hereof in accordance with the terms of such plans and agreements.

(vi) such rights as he has under the terms of the Indemnification Agreement.

(b) Termination by the Company for Cause; Termination by Executive Without Good Reason . In the event that Executive’s employment is terminated (i) by the Company for Cause (as defined below) or (ii) by Executive without Good Reason (as defined below), Executive shall be entitled only to those items identified in Section 4(a).

(c) Termination by Reason of Death or Disability . In the event that Executive’s employment is terminated by reason of Executive’s death or Disability (as defined below), Executive (or his estate, as the case may be) shall be entitled only to the following:

(i) those items identified in Section 4(a); and

(ii) if Executive (or, following his death, his spouse) timely elects COBRA continuation coverage, the Company will pay through the COBRA Payment End Date (as defined below) the monthly premiums for the level of coverage Executive maintained on the date of termination. The “COBRA Payment End Date” shall be the earlier of (A) 12 months following the date of termination and (B) the date Executive becomes employed by a third party and is eligible for coverage under the group health plan of the new employer. If during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive shall promptly notify the Company in writing of such eligibility.

(d) Termination by the Company Without Cause or by Executive for Good Reason . In the event that Executive’s employment is terminated (i) by the Company without Cause or (ii) by Executive for Good Reason, Executive shall be entitled only to the following:

(i) those items identified in Section 4(a);

(ii) if Executive timely elects COBRA continuation coverage, the Company will pay through the COBRA Payment End Date (as defined above) the monthly premiums for the level of coverage Executive maintained on the date of termination, provided that if during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive must promptly notify the Company in writing of such eligibility; and

(iii) an amount equal to 380% of Executive’s Base Salary as of the date of termination, payable in substantially equal installments during the 24-month period following the date of termination in accordance with the Company’s normal payroll practices (the “Severance Pay”); provided, however, that the first payment shall be on the pay day coinciding with or next following the sixtieth (60 ^th ) day after the date of termination, and such 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 Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of the Severance Pay 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 and one day following the date of termination with interest at the applicable federal rate pursuant to Section 1274 of the Code, and (C) during the period beginning six months and one day following the date of termination through the remainder of the 24-month period, payment of the Severance Pay shall be made in accordance with the Company’s normal payroll practices.

(e) Definitions of Cause, Good Reason and Disability .

(i) For purposes of this Agreement, the term “Cause” shall mean any of the following: (A) Executive has willfully misappropriated any funds or property of the Company or its affiliates, or has willfully destroyed property of the Company or its affiliates; (B) Executive has committed (1) a felony or (2) any crime (x) involving fraud, dishonesty or moral turpitude or (y) that materially impairs Executive’s ability to perform his duties and responsibilities with the Company or that causes material damage to the Company or its affiliates or their operations or reputation; (C) Executive has (1) obtained personal profit from any transaction of or involving the Company or an affiliate of the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior approval of the Company or (2) engaged in any other willful misconduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company or its affiliates and which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; (D) Executive’s material failure to perform his duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness), provided, however, that, if susceptible of cure, a termination by the Company for Cause under this Section 4(e)(i)(D) shall be effective only if, within 20 days following delivery of a written notice by the Company to Executive that Executive has materially failed to perform his duties and that reasonably identifies the reason(s) for such determination, Executive has failed to cure such failure to perform; (E) Executive’s use of alcohol or drugs has materially interfered with his ability to perform his duties and responsibilities with the Company; (F) Executive has knowingly made any untrue statement or omission of a material nature to the Company or an affiliate of the Company; (G) Executive has knowingly falsified Company records (or those of one of its affiliates); (H) Executive has willfully committed any act (1) which is intended to materially damage the reputation of the Company or an affiliate of the Company or (2) which in fact materially damages the reputation

of the Company or an affiliate; (I) Executive (1) has willfully violated the Company’s material policies or rules (including, but not limited to, the Company’s equal employment opportunity policies), which violation has resulted or is reasonably likely to result in damage to the Company or its affiliates, or (2) is guilty of gross negligence or willful misconduct in the performance of his duties with the Company, which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; (J) Executive has materially breached a covenant set forth in Section 5 or otherwise materially violated any confidentiality, non-competition or non-solicitation prohibitions imposed on Executive under common law or under the terms of any agreement with the Company; or (K) Executive has willfully obstructed or attempted to obstruct, or has willfully failed to cooperate with, any investigation authorized by the Board of Directors of the Company or any governmental or self-regulatory authority regarding a Company matter.

(ii) For purposes of this Agreement, the term “Good Reason” shall mean any of the following: (A) the Company removes Executive from a Senior Vice President position, other than due to his resignation; (B) the Company decreases or fails to pay the compensation described in Section 3 of this Agreement (in accordance with, and subject to, such provisions); (C) a material breach of this Agreement by the Company; (D) Executive’s job site is relocated to a location which is more than fifty (50) miles from Greenwich, Connecticut and more than fifty (50) miles from Moorestown, New Jersey, unless the parties mutually agree in writing to such relocation; (E) material diminution of Executive’s duties or responsibilities (it being understood by the parties that a simultaneous increase and decrease of Executive’s duties and responsibilities shall not constitute Good Reason) or (F) the failure by the Company to obtain the express written assumption of this Agreement by any successor to all or substantially all of the Company’s business or operations; provided, however, that a termination by Executive for Good Reason under this Section 4(e)(ii) shall be effective only if, within 20 days following delivery of a written notice by Executive to the Company that Executive is terminating his employment for Good Reason and that reasonably identified the reason(s) for such determination, such notice to be given not later than 90 days after the occurrence (or, if later, the date that Executive becomes aware or reasonably should have become aware of such occurrence) of the event(s) claimed to constitute Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason.

(iii) For purposes of this Agreement, a “Disability” shall occur in the event Executive is unable to perform the duties and responsibilities contemplated under this Agreement for a period of either (A) 90 consecutive days or (B) six months in any 12-month period due to physical or mental incapacity or impairment. During any period that Executive fails to perform Executive’s duties hereunder as a result of incapacity or impairment due to physical or mental illness (the “Disability Period”), Executive shall continue to receive the compensation and benefits provided by Section 3 of this Agreement until Executive’s employment hereunder is terminated; provided, however, that the amount of base compensation and benefits received by Executive during the Disability Period shall be reduced by the aggregate amounts, if any, payable to Executive under any disability benefit plan or program provided to Executive by the Company in respect of such period.

(f) Effect of Material Breach of Section 5 on Compensation Following Termination of Employment . If, at the time of termination of Executive’s employment or any

time thereafter, Executive is in material breach of any covenant contained in Section 5 hereof, except as otherwise required by law, Executive shall not be entitled to any payments (or if payments have commenced, any continued payment) under this Section 4.

(g) Resignation of Offices Upon Termination . Upon termination of Executive’s employment for any reason, Executive agrees that he shall resign from all offices and positions he holds with the Company or any of its affiliates; and further agrees that he shall execute such documents as shall be reasonably necessary to give effect to such resignations.

(h) No Further Liability; Release . Other than providing the compensation and benefits provided for in accordance with this Section 4, the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives shall have no further obligation or liability to Executive or any other person under this Agreement. The payment of any amounts pursuant to this Section 4 (other than payments required by law) is expressly conditioned upon (i) the delivery by Executive to the Company of a release in form and substance reasonably satisfactory to the Company of any and all claims Executive may have against the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives arising out of or related to Executive’s employment by the Company and the termination of such employment and (ii) Executive not revoking such release within seven days of his delivery of the release. 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.

5. Exclusive Employment; Noncompetition; Nonsolicitation; Nondisclosure of Proprietary Information; Surrender of Records; Inventions and Patents .

5.1 No Conflict; No Other Employment . During the period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit, except as approved in advance in writing by the Company; provided, however, that Executive shall be entitled to manage his personal investments and otherwise attend to personal affairs, including charitable, social and political activities in a manner that does not unreasonably interfere with his responsibilities hereunder, or (ii) accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor.

5.2 Noncompetition; Nonsolicitation .

(a) Executive acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders him special and unique within the Company’s industry. In consideration of Executive’s promotion, continued employment, the any payment(s) by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without

limitation, pursuant to Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (i) his employment with the Company, and (ii) the period beginning on the date of termination of employment and ending 24 months after the date of termination of employment (the “Covered Time”), Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), provided that the provisions of this Section 5.2(a) will not be deemed breached solely because Executive owns less than 5% of the outstanding common stock of a publicly-traded company.

(b) In further consideration of any payment(s) by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during his employment and the Covered Time, he shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), (i) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit any customer, vendor, distributor or supplier of the Company or any of its affiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any customer, vendor, distributor or supplier of the Company or any affiliate to cease to do business or to reduce the amount of business which such customer, vendor, distributor or supplier has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer, vendor, distributor or supplier was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.2(b) only, during the Covered Time, the terms “customer,” “vendor,” “distributor,” and “supplier” shall mean a customer, vendor, distributor or supplier who has done business with the Company or any of its affiliates within 12 months preceding the termination of Executive’s employment.

(c) Executive understands that the provisions of this Section 5.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, including any amounts or benefits provided under Sections 3 and 4 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, which may allow Executive to sufficiently earn a living in other available industries, Executive agrees that he will not assert in any forum that any provisions of this Agreement prevent him from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. Executive further affirms that Executive has had an opportunity to review this provision, as well as this Agreement in its entirety, with counsel of Executive’s choosing.

(d) For purposes of this Agreement, “Competing Business” shall mean (i) any business in which the Company is currently engaged, including, but not limited to, renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial equipment, aerial work platforms, trench safety equipment, industrial equipment, landscaping equipment, contractor supplies, and home repair and maintenance equipment, as well as the buying of companies that engage in such activities along with the computer hardware and software systems designed, developed and utilized with respect to any of the foregoing; (ii) any other future business which the Company engages, or has planned to engage, in to a material extent during Executive’s employment with the Company; and (iii) any of the entities identified on Exhibit (A).

(e) For purposes of this Agreement, “Restricted Area” means (i) the (A) states of: 1) Alabama, 2) Alaska, 3) Arizona, 4) Arkansas, 5) California, 6) Colorado, 7) Connecticut, 8) Delaware, 9) Florida, 10) Georgia, 11) Hawaii, 12) Idaho, 13) Illinois, 14) Indiana, 15) Iowa, 16) Kansas, 17) Kentucky, 18) Louisiana, 19) Maine, 20) Maryland (including the District of Columbia), 21) Massachusetts, 22) Michigan, 23) Minnesota, 24) Mississippi, 25) Missouri, 26) Montana, 27) Nebraska, 28) Nevada, 29) New Hampshire, 30) New Jersey, 31) New Mexico, 32) New York, 33) North Carolina, 34) North Dakota, 35) Ohio, 36) Oklahoma, 37) Oregon, 38) Pennsylvania, 39) Rhode Island, 40) South Carolina, 41) South Dakota, 42) Tennessee, 43) Texas, 44) Utah, 45) Vermont, 46) Virginia, 47) Washington, 48) West Virginia, 49) Wisconsin, and 50) Wyoming; and (B) Canadian Provinces of 1) New Brunswick, 2) Newfoundland and Labrador, 3) Nova Scotia, 4) Ontario, 5) Prince Edward Island, 6) Quebec, 7) Manitoba, 8) Saskatchewan, 9) Alberta, and 10) British Columbia; (ii) any state in the United States and any province in Canada in which the Company conducts any business on the date of the determination of whether he is engaged in a Competing Business or at any time within 12 months preceding such date; and (iii) the area within a 200 mile radius of any office or facility of the Company (whether foreign or domestic) in which the Company conducts any business on the date of the determination of whether he is engaged in a Competing Business or at any time within 12 months preceding such date.

5.3 Proprietary Information . Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer, vendor, distributor or supplier of the Company or any of its affiliates or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors,

distributors, suppliers or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers, vendors, distributors or suppliers; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers, vendors, distributors or suppliers of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; (j) information regarding the Company’s current employees and their assigned duties and compensation; and (k) all written, graphic, electronic, digital, and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

5.4 Confidentiality and Surrender of Records . Executive shall not during his employment or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except as required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any individual or entity other than in the course of such individual’s or entity’s employment or retention by the Company. Upon termination of employment for any reason or request by the Company, Executive shall deliver promptly to the Company all property and records of the Company or any of its affiliates, including, without limitation, all confidential records. For purposes hereof, “confidential records” means all correspondence, reports, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, digital, or electronic or other media or equipment of any kind which may be in Executive’s possession or under his control or accessible to him which contain any proprietary information. All property and records of the Company and any of its affiliates (including, without limitation, all confidential records) shall be and remain the sole property of the Company or such affiliate during Executive’s employment with the Company and thereafter.

5.5 Inventions and Patents . All inventions, innovations or improvements (including policies, procedures, products, improvements, software, ideas and discoveries, whether patent, copyright, trademark, service mark, or otherwise) conceived or made by Executive, either alone or jointly with others, in the course of his employment by the Company, belong to the Company. Executive will promptly disclose in writing such inventions, innovations or improvements to the Company and perform all actions reasonably requested by the Company to establish and confirm such ownership by the Company, including, but not limited to, cooperating with and assisting the Company in obtaining patents, copyrights, trademarks, or service marks for the Company in the United States and in foreign countries.

5.6 Enforcement . Executive acknowledges and agrees that, by virtue of his position, his services and access to and use of confidential records and proprietary information, any violation by him of any of the undertakings contained in this Section 5 would cause the Company and/or its affiliates immediate, substantial and irreparable injury for which it or they have no adequate remedy at law. Accordingly, Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained in this Section 5. Executive waives posting by the Company or its affiliates of any bond otherwise necessary to secure such injunction or other equitable relief. Rights and remedies provided for in this Section 5 are cumulative and shall be in addition to rights and remedies otherwise available to the parties hereunder or under any other agreement or applicable law.

6. Assignment and Transfer .

(a) Company . This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company without Executive’s consent to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise).

(b) Executive . The parties hereto agree that Executive is obligated under this Agreement to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s estate.

7. Miscellaneous .

(a) Other Obligations . Executive represents and warrants that neither Executive’s employment with the Company nor Executive’s performance of Executive’s obligations hereunder will conflict with or violate or otherwise are inconsistent with any other obligations, legal or otherwise, which Executive may have. Executive covenants that he shall perform his duties hereunder in a professional manner and not in conflict or violation, or otherwise inconsistent with other obligations legal or otherwise, which Executive may have.

(b) Nondisclosure . Executive will not disclose to the Company, use, or induce the Company to use, any proprietary information, trade secrets or confidential business information of others.

(c) Cooperation . Following termination of employment with the Company for any reason, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive. The Company shall (i) pay Executive a per

diem fee based on Executive’s Base Salary for work performed in connection with such obligation, provided that Executive shall not be entitled to receive per diem fees in respect of cooperation provided during any period for which Executive is receiving payments pursuant to Section 4 above and further provided that such work shall be approved in advance in writing by the Company and (ii) reimburse Executive’s reasonable expenses incurred in connection with such pre-approved work.

(d) Assistance in Proceedings, Etc. Executive shall, during and after his employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any legal or quasi-legal proceeding, including any external or internal investigation, involving the Company or any of its affiliates. The Company shall (i) pay Executive a per diem fee based on Executive’s Base Salary (with portions of days being aggregated to form days of eight hours) for material work performed in connection with such obligations ( i.e., Executive is required to attend a meeting or spend more than one hour during a day responding to or otherwise participating in telephone, email, or telecopy communications) subsequent to termination of Executive’s employment with the Company, provided that (A) such work is approved in advance in writing by the Company, (B) no payments shall be due in connection with assistance provided during any period for which Executive is receiving payments pursuant to Section 4 above and (C) no payments shall be due for any time Executive spends testifying before the U.S. Securities and Exchange Commission or in any proceeding; and (ii) reimburse Executive’s reasonable expenses incurred in connection with the foregoing obligations.

(e) Mitigation . Executive shall not be required to mitigate damages or the amount of any payment provided to him under Section 4 of this Agreement by seeking other employment or otherwise, nor shall the amount of any payments provided to Executive under Section 4 be reduced by any compensation earned by Executive as the result of employment by another employer after the termination of Executive’s employment or otherwise.

(f) No Right of Set-off Etc . The obligation of the Company to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.

(g) Protection of Reputation . During Executive’s employment with the Company and thereafter, Executive agrees that he will take no action which is intended, or would reasonably be expected, to harm the reputation of the Company or any of its affiliates or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or its affiliates. Nothing herein shall prevent Executive from making any truthful statement in connection with any investigation by the Company or any governmental authority or in any legal proceeding.

(h) Governing Law . This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the internal laws of the State of Connecticut applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.

(i) Arbitration .

(i) General . Executive and the Company specifically, knowingly, and voluntarily agree that they shall use final and binding arbitration to resolve any dispute (an “Arbitrable Dispute”) between Executive, on the one hand, and the Company (or any affiliate of the Company), on the other hand. This arbitration agreement applies to all matters arising out of or related to this Agreement, any other agreement between Executive and the Company, or Executive’s employment with the Company or the termination thereof, including without limitation disputes about the validity, interpretation, or effect of this Agreement, or alleged violations of it, any payments due hereunder and all claims arising out of any alleged discrimination, harassment or retaliation, including, but not limited to, those covered by Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the Americans With Disabilities Act or any other federal, state or local law relating to discrimination in employment, provided, however, that disputes under the Indemnification Agreement shall not be arbitrable pursuant to this provision.

(ii) Injunctive Relief . Notwithstanding anything to the contrary contained herein, the Company and any affiliate of the Company (if applicable) shall have the right to seek injunctive or other equitable relief from a court of competent jurisdiction to enforce Section 5 of this Agreement. For purposes of seeking enforcement of Section 5, the Company and Executive hereby exclusively consent to the jurisdiction of: any state court sitting in Fairfield County, Connecticut; any federal court in the District of Connecticut; or any state or federal court sitting in the City, County, and State of New York.

(iii) The Arbitration . Any arbitration pursuant to this Section 7(i) will take place within Fairfield County, Connecticut or within New York, New York, under the auspices of the American Arbitration Association, in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect, and before a panel of three arbitrators selected in accordance with such rules. Judgment upon the award rendered by the arbitrators will be final and binding on both parties and may be entered in: any state court sitting in Fairfield County, Connecticut; any federal court in the District of Connecticut; or any state or federal court sitting in the City, County, and State of New York.

(iv) Fees and Expenses . In any arbitration or action for injunctive relief pursuant to this Agreement except as otherwise required by law, each party shall be responsible for the fees and expenses of its own attorneys and witnesses, and the fees and expenses of the arbitrators shall be divided equally between the Company, on the one hand, and Executive, on the other hand.

(v) Exclusive Forum . Except as permitted by Section 7(i)(ii) hereof, arbitration in the manner described in this Section 7(i) shall be the exclusive forum for any Arbitrable Dispute. Except as permitted by Section 7(i)(ii), should Executive or the Company

attempt to resolve an Arbitrable Dispute by any method other than arbitration pursuant to this Section 7(i), the responding party shall be entitled to recover from the initiating party all damages, expenses, and attorneys’ fees incurred as a result of that breach.

(j) Section 409A of the Code . The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limit, under Section 409A of the Code and applicable guidance and regulations thereunder. It is the intention of the parties that payments and benefits under this Agreement be interpreted to be exempt from or in compliance with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. Notwithstanding anything herein to the contrary, if (i) at the time of Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the Company other than as a result of death, (ii) Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i)), (iii) one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, and (iv) the deferral of the commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six-month period with interest at the applicable federal rate pursuant to Section 1274 of the Code. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. Furthermore, to the extent any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

(k) Entire Agreement . This Agreement (including the plans and agreements referenced in Section 3) contains the entire agreement and understanding between the parties hereto in respect of Executive’s employment and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments and practices between them respecting Executive’s employment.

(l) Amendment . This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Executive and, on behalf of the Company, by its duly authorized officer.

(m) Severability . If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction or arbitration panel to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court or arbitration panel making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties hereto recognize that if, in any judicial or arbitral proceeding, a court or arbitration panel shall refuse to enforce any of the separate covenants contained in this Agreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitration panel determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable, and that the court or arbitration panel may enforce each provision to the fullest extent enforceable even if such particular provision is not expressly divisible.

(n) Construction . The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive. As used herein, the words “day” or “days” shall mean a calendar day or days.

(o) Nonwaiver . Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by its duly authorized officer.

(p) Notices . Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, addressed: (i) in the case of the Company, to United Rentals, Inc., Five Greenwich Office Park, Greenwich, Connecticut 06831, attn: General Counsel; and (ii) in the case of Executive, to Executive’s last known address as reflected in the Company’s records, or to such other address as Executive shall designate by written notice to the Company. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given if personally delivered, on the date following delivery to an overnight delivery service for next day delivery prior to such service’s deadline for such delivery, or on the date that is three days after the date of mailing if sent by registered or certified mail.

(q) Survival . Cessation or termination of Executive’s employment with the Company shall not result in termination of this Agreement or the Indemnification Agreement. The respective obligations of Executive and the Company as provided in the Indemnification Agreement, and Sections 4, 5, 6 and 7 of this Agreement shall survive cessation or termination of Executive’s employment hereunder.

(r) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed on its behalf by an officer thereunto duly authorized and Executive has duly executed this Agreement, all as of the date and year first written above.


UNITED RENTALS, INC.			EXECUTIVE:

By:	/s/ M ICHAEL J. K NEELAND		/s/ M ATTHEW F LANNERY
	Name:	Michael J. Kneeland	Matthew Flannery
	Title:	President and Chief Executive Officer

EXHIBIT A

Aggreko

Ahern Rentals Inc.

American Equipment Company

Ashtead Group Plc

Atlas Copco Group

Atlas Copco Rental Service

Caterpillar Inc.

CAT Rental

Deere & Co.

GE Capital equipment leasing divisions

Golder Thoma

H & E Equipment Services

Hertz Equipment Rental Corp.

Home Depot

National Equipment Services, Inc.

Nations Rent, Inc.

Neff Corporation

Rental Service Corporation

RentX Industries, Inc.

Sunstate Equipment Co.

Sunbelt Rentals Inc.

Volvo AB

Any company on the “RER 100” list

Any affiliate of any of the foregoing.

Exhibit 10(c)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), is made and entered into as of the 31 ^st day of March 2010, by and between United Rentals, Inc., a Delaware corporation (the “Company”), and Jonathan M. Gottsegen, a resident of the State of New York (“Executive”).

RECITALS

WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of February 2, 2009 (the “Agreement”); and

WHEREAS, on March 11, 2010, the Compensation Committee of the Company’s Board of Directors determined to increase Executive’s target incentive opportunity under the Company’s Annual Incentive Plan from 60% of Base Salary (at the beginning of the applicable performance period) to 80% of Base Salary (at the beginning of the applicable performance period); and

WHEREAS, the Company and Executive desire to amend the Agreement to reflect Executive’s increased target incentive opportunity percentage.

NOW, THEREFORE, in consideration of the mutual covenants and agreement contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Pursuant to and in accordance with Section 7(l) of the Agreement, the third sentence of Section 3(c) of the Agreement is hereby amended and replaced in full with the following language:

“Executive’s target incentive opportunity under the Annual Incentive Plan shall be 80% of Base Salary (as at the beginning of the applicable performance period) and Executive’s maximum incentive opportunity shall be 100% of Base Salary (as at the beginning of the applicable performance period).”

Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

Capitalized terms used herein but not defined herein shall have the respective meanings assigned to such terms in the Agreement.

This Amendment may be amended only by a writing which makes express reference to this Amendment as the subject of such amendment and which is signed by Executive and, on behalf of the Company, by its duly authorized officer.

This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the internal laws of the State of

Connecticut applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.

[ Signature page follows. ]

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

Exhibit 10(d)

STOCK OPTION AGREEMENT

Optionee:

Option Shares: of the common stock, $.01 par value, of United Rentals, Inc. (“ Shares ”)

Per Share Option Price: $

Date of Grant:

Expiration Date:

This STOCK OPTION AGREEMENT (this “ Agreement ”) is made as of the Date of Grant set forth above by and between UNITED RENTALS, INC ., a Delaware corporation, having an office at Five Greenwich Office Park, Greenwich, CT 06831 (the “ Company ”), and Optionee, currently an employee of the Company or an affiliate of the Company.

In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Stock Option . The Company, pursuant to its 2001 Comprehensive Stock Plan, as amended (the “ Plan ”), which is incorporated herein by reference, and subject to the terms and conditions thereof, hereby grants to Optionee (also referred to as “ you ”) an option to purchase the Option Shares (the “ Option ”) at the Per Share Option Price. Your failure to sign and return a copy of this Agreement within 30 days of receipt shall automatically effect a cancellation and forfeiture of the Option, except as determined by the Company in its sole discretion.

2. Nature of Option . The Option granted hereby is a nonqualified stock option (also referred to as an NSO in the Plan).

3. Vesting . Provided you have remained continuously employed by the Company through the relevant date of vesting (each, a “ Vesting Date ”), and except as set forth in Section 9, the Option Shares shall vest, and become exercisable, on the following schedule:

One-third of the Option Shares on each of the first, second and third anniversaries of the Date of Grant.

The Option will expire at 5:00 p.m. (Eastern Time) on the Expiration Date set forth above, subject to earlier termination as set forth in the Plan or in this Agreement. In no event may you at any time exercise any unvested portion of the Option.

4. Transfer . The Option is not transferable except (i) by will or the laws of descent and distribution, or (ii) as specifically provided in this Section 4. Optionee may transfer the Option to members of his or her Immediate Family (as defined below) if Optionee does not receive any consideration for the transfer and the transferee agrees to be bound by this Agreement. “ Immediate Family ” means children, grandchildren and spouse of Optionee or one or more trusts solely for the benefit of such family members or partnerships in which such family members are the only partners. During the lifetime of Optionee, the Option may be exercised only by Optionee, the guardian or legal representative of Optionee, or a permitted transferee under this Section 4 (such persons, together with any beneficiaries and the estate of Optionee, the “ Permitted Transferees ”).

5. Exercise . Subject to the provisions of the Plan and the other provisions of this Agreement, you (and/or a Permitted Transferee, if applicable) may exercise all or any portion of the Option, to the extent it is vested and outstanding, at any time and from time to time prior to the Expiration Date or its earlier termination as set forth in the Plan or in this Agreement, by following the procedures established by the Company for such exercise, or by delivering written notice of exercise to the Company, in form and substance satisfactory to counsel for the Company, specifying the number of Option Shares being exercised and accompanied by payment of the aggregate Per Share Option Price for the Option Shares being exercised. Notwithstanding the foregoing, a partial exercise of the vested and outstanding portion of the Option shall be permitted only if the exercise is for at least the greater of (x) 25% of such portion or (y) 500 Shares. Payment shall be made (i) in cash or (ii) if in existence and maintained at the time of exercise, through a cashless exercise procedure established by the Company with a broker-dealer. In addition, with the consent of an Authorized Officer (as defined below) of the Company, payment may be made through the surrender of Shares (to be valued at Fair Market Value, as defined in the Plan) previously acquired by Optionee and owned by Optionee for at least six months. Exercises in cash shall be made by wire transfer or certified or official bank check or, with the consent of an Authorized Officer, by personal check. The Company, acting through an Authorized Officer, may prescribe such other procedures for exercise, including using the services of a specified broker-dealer, as it, in its sole discretion, may determine. For purposes of this Agreement, an “ Authorized Officer ” is any of the Chief Executive Officer, President, Chief Financial Officer or Treasurer of the Company.

6. Termination of Employment . If your employment with the Company terminates for any reason whatsoever, including, but not limited to, a termination by the Company with or without “Cause” (as hereinafter defined), a resignation by you with or without “Good Reason” (as hereinafter defined), or your retirement, the Option shall thereafter be exercisable only to the extent, if any, that the Option was vested and exercisable as of such termination (including as a result thereof), and all unvested Option Shares shall be canceled and forfeited as of the date of such termination. Such exercise must occur within thirty (30) days after termination of employment, unless termination is on account of your permanent disability or your death, in which event such exercise must occur within one year after such termination; provided, however, that in no event may any exercise be made after the Expiration Date.

7. Forfeiture . You acknowledge that an essential purpose of the grant of the Option is to ensure the utmost fidelity by yourself to the Company’s interests and to your diligent

performance of all of your understandings and commitments to the Company. Accordingly, NEITHER YOU NOR ANY PERMITTED TRANSFEREE MAY EXERCISE THE OPTION EITHER DURING OR AFTER TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY, IN ITS SOLE DISCRETION, BELIEVES THAT YOU HAVE AT ANY TIME ENGAGED IN “INJURIOUS CONDUCT” (AS HEREINAFTER DEFINED).

In the event of any such determination:

(i)

the Option shall terminate and be forfeited as of the date of such determination; and

(ii)

Optionee (and/or, if applicable, any Permitted Transferee) shall (a) sell back to the Company all Shares that are held, as of the date of such determination, by Optionee (and/or, if applicable, any Permitted Transferee) and that were acquired upon exercise of the Option on or after the date which is 180 days prior to the date of such conduct (Shares so acquired, the “ Acquired Shares ”), for a per share price equal to the Per Share Option Price of the Option, and (b) to the extent such Acquired Shares have previously been sold or otherwise disposed of by Optionee (and/or, if applicable, by any Permitted Transferee), repay to the Company the excess of the aggregate Fair Market Value (as defined in the Plan) of such Acquired Shares on the date of such sale or disposition over the aggregate Per Share Option Price with respect to the Acquired Shares.

For purposes of the preceding clause (ii)(b) of this Section 7, the amount of the repayment described therein shall not be affected by whether Optionee (and/or, if applicable, any Permitted Transferee) received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of the Company, by means of offset against any amount owed by the Company to Optionee (or, if applicable, any Permitted Transferee).

“ Injurious Conduct ” for purposes of this Agreement shall mean (i) Optionee’s fraud, misappropriation, misconduct or dishonesty in connection with his or her duties (ii) any act or omission which is, or is reasonably likely to be, materially adverse or injurious (financially, reputationally or otherwise) to the Company or any of its affiliates, (iii) Optionee’s breach of any material obligations contained in Optionee’s employment agreement or offer letter with the Company, including, but not limited to, any restrictive covenants or obligations of confidentiality contained therein; (iv) conduct by Optionee that is in material competition with the Company or any affiliate of the Company; or (v) conduct by Optionee that breaches Optionee’s duty of loyalty to the Company or any affiliate of the Company.

8. Securities Laws Restrictions . You represent that when you exercise the Option you will be acquiring Shares for your own account and not on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Shares acquired upon exercise unless otherwise covered by a Form S-8 or unless your 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, sale or other disposition is exempt from registration thereunder. You agree that you will not offer, sell or otherwise dispose of any such Shares in any manner which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or similar filing under state laws) 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. You further understand that (i) any sale of the Shares you acquire upon exercise are subject to the Company’s insider trading rules and policies, as they exist from time to time, and (ii) the certificates for such Shares will bear such legends as the Company deems necessary or desirable in connection with the 1933 Act or other rules, regulations or laws.

If you are a director, officer or principal shareholder, Section 16(b) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) further restricts your ability to sell or otherwise dispose of Shares acquired upon exercise.

9. Change in Control; Death or Disability .

(i)

In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Optionee’s employment by the Company without Cause, or by Optionee for Good Reason, within 12 months after any Change in Control, then all Option Shares shall become immediately vested and nonforfeitable upon the occurrence of such event.

(ii)

In the event of a termination of Optionee’s employment as a result of Optionee’s death or permanent disability (as defined under the Company’s long-term disability policies), a pro rata portion of the Option Shares shall vest on the date of such termination equal to multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days since the preceding Vesting Date until the date of termination. All Option Shares that are unvested and do not become vested on the date of such termination (or as a result thereof) shall be forfeited on the date of such termination.

(iii)

For purposes of this Agreement, “ Change in Control ” means (A) any person or business entity is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (B) there shall be consummated a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.

(iv)

For purposes of this Agreement, “ Cause ” means (A) Optionee’s continued failure to substantially perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness), (B) Optionee’s commission of a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (C) Optionee’s fraud, misappropriation, misconduct or dishonesty in connection with his or her duties, (D) any act or omission which is, or is reasonably likely to be, materially adverse or injurious (financially, reputationally or otherwise) to the Company or any of its affiliates, (E) Optionee’s breach of any material obligations contained in Optionee’s employment agreement or offer letter with the Company, including, but not limited to, any restrictive covenants or obligations of confidentiality contained therein or (F) Optionee’s breach of the Company’s Code of Conduct or (G) Optionee’s material breach of any Company policies and procedures applicable to Optionee.

(v)

For purposes of this Agreement, “ Good Reason ” shall exist if Optionee resigns his or her employment following the Company’s (A) material reduction of Optionee’s base salary, or (B) requirement that Optionee relocate more than 50 miles from Optionee’s current principal location of employment; “Good Reason” shall exist only if Optionee has given written notice to the Company within 30 days after the initial occurrence of the event, with a reference to this Agreement, and the Company has not cured such event by the 15th day after the date of such notice.

(vi)

For purposes of this Agreement, in the event Optionee has an employment agreement with the Company that provides definitions for the terms “Cause” and/or “Good Reason,” then, during the time in which Optionee’s employment agreement is in effect, the definitions provided within Optionee’s employment agreement shall be used instead of the definitions provided above.

10. Withholding Taxes . Optionee shall pay to the Company, or make provision satisfactory to the Company for payment of, the minimum aggregate federal, state and local taxes required to be withheld by applicable law or regulation in respect of the exercise of any portion of the Option hereunder, or otherwise as a result of your receipt of the Option, no later than the date of the event creating the tax liability. The Company may, and, in the absence of other timely payment or provision made by Optionee that is satisfactory to the Company, shall, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to Optionee, including, but not limited to, by withholding Shares which otherwise would be delivered hereunder. In the event that payment to the Company of such tax obligations is made by delivery or withholding of Shares, such Shares shall be valued at their Fair Market Value (as determined in accordance with the Plan) on the date of such delivery or withholding.

11. No Rights as a Stockholder . Neither the Option nor this Agreement shall entitle Optionee to any voting rights or other rights as a stockholder of the Company unless and until Shares have been issued following exercise of the Option. Without limiting the generality of the foregoing, no dividends or dividend equivalents shall accrue or be paid with respect to the Option.

12. Conformity with Plan . The Option is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Any inconsistencies between this Agreement and any mandatory provisions of the Plan shall be resolved in accordance with the terms of the Plan, and this Agreement shall be deemed to be modified accordingly. By executing and returning this Agreement, you acknowledge your receipt of the Plan and agree to be bound by all the terms and conditions of the Plan as it shall be amended from time to time.

13. Employment and Successors . Nothing herein confers any right or obligation on you to continue in the employ of the Company or any affiliate of the Company or shall affect in any way your right or the right of the Company or any affiliate of the Company, as the case may be, to terminate your employment at any time. The agreements contained in this Agreement shall be binding upon and inure to the benefit of any successor to the Company by merger or otherwise. Subject to the restrictions on transfer set forth herein, all of the provisions of the Plan and this Agreement will be binding upon Optionee and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.

14. Optionee Advised To Obtain Personal Counsel and Tax Representation . IMPORTANT : The Company and its employees do not provide any guidance or advice to individuals who may be granted Options under the Plan regarding the federal, state or local income tax consequences or employment tax consequences of participating in the Plan. Notwithstanding any withholding by the Company of taxes hereunder, Optionee remains responsible for determining Optionee’s own personal tax consequences with respect to the Option, any exercise thereof, the receipt of Shares upon exercise, any subsequent disposition of Shares and otherwise of participating in the Plan, and also ultimately remains liable for any tax obligations in connection therewith (including any amounts owed in excess of withheld amounts). Accordingly, Optionee may wish to retain the services of a professional tax advisor in connection with the Option and this Agreement.

15. Adjustments for Changes in Capital Structure . In the event any change is made to the Shares by reason of any dividend of shares or extraordinary cash dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, the Company shall make such appropriate adjustments to the Option (including the Option Shares and the Per Share Option Price) as it determines are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

16. Disputes . Any question concerning the interpretation of or performance by the Company or Optionee under this Agreement, including, but not limited to, the Option, its vesting, exercise or forfeiture, or the issuance or delivery of Shares upon exercise, or any other dispute or controversy that may arise in connection herewith or therewith, shall be determined by the Company in its sole and absolute discretion; provided, however , that, following a Change in Control, any determinations by the Company or a successor entity with respect to the existence or not of Injurious Conduct, Cause or Good Reason, or any other post-Change in Control determination that would effect a forfeiture of all or a portion of the Option, must be objectively reasonable.

17. Miscellaneous .

(i)

References herein to determinations or other decisions or actions to be taken or made by the Company shall be made by the Administrator (as defined in the Plan) or such other person or persons to whom the Administrator may from time to time delegate authority or otherwise designate, and any such determinations, decisions or actions shall be final, conclusive and binding on Optionee and all persons claiming under or through Optionee.

(ii)

This Agreement may not be changed or terminated except by a written agreement expressly referencing this Agreement and signed by the President or Chief Executive Officer of the Company and Optionee.

(iii)

This Agreement, together with the Plan, constitutes the entire understanding of the parties, and supersedes and cancels all prior agreements, with respect to the subject matter hereof.

(iv)

This Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.

(v)

This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to principles of conflicts of laws. The interpretation and enforcement of the provisions of this Agreement shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut, and Optionee hereby consents that such courts be granted exclusive jurisdiction for such purpose.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Date of Grant.


UNITED RENTALS, INC.

By:

OPTIONEE:

Exhibit 10(e)

2001 COMPREHENSIVE STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

Awardee: (“ Awardee ”)

Date of Grant:

Restricted Stock Units:

This RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”) is made as of the Date of Grant set forth above by and between UNITED RENTALS, INC. , a Delaware corporation, having an office at Five Greenwich Office Park, Greenwich, CT 06831 (the “ Company ”), and Awardee, currently an employee of the Company or an affiliate of the Company.

1. Grant of Restricted Stock Units . The Company, pursuant to its 2001 Comprehensive Stock Plan, as amended (the “ Plan ”), which is incorporated herein by reference, and subject to the terms and conditions thereof, hereby grants to Awardee (also referred to as “ you ”) Restricted Stock Units (the “ Units ”). Your failure to sign and return a copy of this Agreement within 30 days of receipt shall automatically effect a cancellation and forfeiture of the Units, except as determined by the Company in its sole discretion.

2. Vesting; Forfeiture

(i)

Vesting. Provided you have remained continuously employed by the Company through the relevant date of vesting (each, a “ Vesting Date ”), the Units shall vest on the following schedule:

One-third of the Units on each of the first, second and third anniversaries of the Date of Grant.

(ii)

Forfeiture. Except as set forth in Section 7, if your employment with the Company terminates for any reason whatsoever, including, but not limited to, a termination by the Company with or without “Cause” (as hereinafter defined), a resignation by you with or without “Good Reason” (as hereinafter defined), or your retirement, all unvested Units shall be canceled and forfeited as of the date of such termination.

3. Transfer . Except as may be effected by will or other testamentary disposition or by the laws of descent and distribution, the Units are not transferable,

whether by sale, assignment, exchange, pledge, or hypothecation, or by operation of law or otherwise before they vest and are settled, and any attempt to transfer the Units in violation of this Section 3 will be null and void.

4. Settlement upon Vesting .

(i)

General . Vested Units shall be settled in shares of the common stock, $.01 par value, of the Company (“ Shares ”), on a one-for-one basis, as soon as practicable (but not more than 30 days) following each date on which one or more Units vest, provided in each case that Awardee has satisfied their tax withholding obligations with respect to such vesting as described in this Agreement. Shares, in a number equal to the number of Units that have so vested, will be issued by the Company in the name of Awardee by electronic book-entry transfer or credit of such shares to an account of Awardee maintained with such brokerage firm or other custodian as the Company determines. Alternatively, in the Company’s sole discretion, such issuance may be effected in such other manner (including through physical certificates) as the Company may determine and/or by transfer or credit to such other account of Awardee as the Company or Awardee may specify.

(ii)

Section 409A . The Company intends that the Units shall not constitute “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement shall be interpreted, administered and construed consistent with such intent. If, and only to the extent that, (1) the Units constitute “deferred compensation” within the meaning of Section 409A and (2) the Awardee is deemed to be a “specified employee” (as such term is defined in Section 409A and as determined by the Company), the payment of vested Units on account of the Awardee’s termination of employment shall not be made until the first business day of the seventh month after the Awardee’s “separation from service” (as such term is defined and used in Section 409A) with the Company, or if earlier, the date of the Awardee’s death.

5. Forfeiture . You acknowledge that an essential purpose of the grant of the Units is to ensure the utmost fidelity by yourself to the Company’s interests and to your diligent performance of all of your understandings and commitments to the Company. Accordingly, YOU SHALL NOT BE ENTITLED TO RETAIN THE UNITS OR RECEIVE SHARES IN SETTLEMENT THEREOF, EITHER DURING OR AFTER TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY, IN ITS SOLE DISCRETION, BELIEVES THAT YOU HAVE AT ANY TIME ENGAGED IN “INJURIOUS CONDUCT” (AS HEREINAFTER DEFINED).

In the event of any such determination:

(i)

the Units shall terminate and be forfeited as of the date of such determination; and

(ii)

Awardee shall (a) transfer back to the Company, for consideration of $.01 per Share, all Shares that are held, as of the date of such determination, by Awardee and that were acquired upon settlement of the Units on or after the date which is 180 days prior to the date of such conduct (Shares so acquired, the “ Acquired Shares ”) and (b) to the extent such Acquired Shares have previously been sold or otherwise disposed of by Awardee, repay to the Company the aggregate Fair Market Value (as defined in the Plan) of such Acquired Shares on the date of such sale or disposition, less the number of such Acquired Shares times $.01.

For purposes of the preceding clause (ii)(b) of this Section 5, the amount of the repayment described therein shall not be affected by whether Awardee received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of the Company, by means of offset against any amount owed by the Company to Awardee.

“ Injurious Conduct ” for purposes of this Agreement shall mean (i) Awardee’s fraud, misappropriation, misconduct or dishonesty in connection with his or her duties (ii) any act or omission which is, or is reasonably likely to be, materially adverse or injurious (financially, reputationally or otherwise) to the Company or any of its affiliates, (iii) Awardee’s breach of any material obligations contained in Awardee’s employment agreement or offer letter with the Company, including, but not limited to, any restrictive covenants or obligations of confidentiality contained therein; (iv) conduct by Awardee that is in material competition with the Company or any affiliate of the Company; or (v) conduct by Awardee that breaches Awardee’s duty of loyalty to the Company or any affiliate of the Company.

6. Securities Laws Restrictions . You represent that when the Units are settled, you will be acquiring Shares for your own account and not on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Shares so received unless otherwise covered by a Form S-8 or unless your 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, sale or other disposition is exempt from registration thereunder. You agree that you will not offer, sell or otherwise dispose of any such Shares in any manner which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or similar filing under state laws) 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. You further understand that (i) any sale of the Shares you acquire upon settlement of the Units are subject to the Company’s insider trading rules and policies, as they exist from time to time, and (ii) the certificates for such Shares will bear such legends as the Company deems necessary or desirable in connection with the 1933 Act or other rules, regulations or laws.

If you are a director, officer or principal shareholder, Section 16(b) of the Securities Exchange Act of 1934 (the “ 1934 Act ”) further restricts your ability to sell or otherwise dispose of Shares acquired upon settlement of the Units.

7. Change in Control; Death or Disability .

(i)

In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Awardee’s employment by the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units shall become immediately vested and nonforfeitable upon the occurrence of such event.

(ii)

In the event of a termination of Awardee’s employment as a result of Awardee’s death or permanent disability (as defined under the Company’s long-term disability policies), a pro rata portion of the Units shall vest on the date of such termination equal to [500] multiplied by a fraction (the denominator of which is 365 and the numerator of which is the number of days since the preceding Vesting Date until the date of termination). All Units that are unvested and do not become vested on the date of such termination (including as a result thereof) shall be forfeited on the date of such termination.

(iii)

(iv)

For purposes of this Agreement, “ Cause ” means (A) Awardee’s continued failure to substantially perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness), (B) Awardee’s commission of a crime constituting (x) a felony under the laws of the United

States or any state thereof or (y) a misdemeanor involving moral turpitude, (C) Awardee’s fraud, misappropriation, misconduct or dishonesty in connection with his or her duties, (D) any act or omission which is, or is reasonably likely to be, materially adverse or injurious (financially, reputationally or otherwise) to the Company or any of its affiliates, (E) Awardee’s breach of any material obligations contained in Awardee’s employment agreement or offer letter with the Company, including, but not limited to, any restrictive covenants or obligations of confidentiality contained therein or (F) Awardee’s breach of the Company’s Code of Conduct or (G) Awardee’s material breach of any Company policies and procedures applicable to Awardee.

(v)

For purposes of this Agreement, “ Good Reason ” shall exist if Awardee resigns his or her employment following the Company’s (A) material reduction of Awardee’s base salary, or (B) requirement that Awardee relocate more than 50 miles from Awardee’s current principal location of employment; “Good Reason” shall exist only if Awardee has given written notice to the Company within 30 days after the initial occurrence of the event, with a reference to this Agreement, and the Company has not cured such event by the 15th day after the date of such notice.

(vi)

For purposes of this Agreement, in the event Awardee has an employment agreement with the Company that provides definitions for the terms “Cause” and/or “Good Reason,” then, during the time in which Awardee’s employment agreement is in effect, the definitions provided within Awardee’s employment agreement shall be used instead of the definitions provided above.

8. Withholding Taxes . The Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, the minimum aggregate federal, state and local taxes required to be withheld by applicable law or regulation in respect of the vesting of any portion of the Units hereunder, or otherwise as a result of your receipt of the Units, no later than the date of the event creating the tax liability. The Company may, and, in the absence of other timely payment or provision made by Awardee that is satisfactory to the Company, shall, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to Awardee, including, but not limited to, by withholding Shares which otherwise would be delivered hereunder. In the event that payment to the Company of such tax obligations is made by delivery or withholding of Shares, such Shares shall be valued at their Fair Market Value (as determined in accordance with the Plan) on the date of such delivery or withholding.

9. No Rights as a Stockholder . Neither the Units nor this Agreement shall entitle Awardee to any voting rights or other rights as a stockholder of the Company unless and until Shares have been issued in settlement thereof. Without limiting the generality of the foregoing, no dividends or dividend equivalents shall accrue or be paid with respect to any Units.

10. Conformity with Plan . This Agreement, and the Units awarded hereby, are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Any inconsistencies between this Agreement and any mandatory provisions of the Plan shall be resolved in accordance with the terms of the Plan, and this Agreement shall be deemed to be modified accordingly. By executing and returning this Agreement, you acknowledge your receipt of the Plan and agree to be bound by all the terms and conditions of the Plan as it shall be amended from time to time.

11. Employment and Successors . Nothing herein confers any right or obligation on you to continue in the employ of the Company or any affiliate of the Company or shall affect in any way your right or the right of the Company or any affiliate of the Company, as the case may be, to terminate your employment at any time. The agreements contained in this Agreement shall be binding upon and inure to the benefit of any successor to the Company by merger or otherwise. Subject to the restrictions on transfer set forth herein, all of the provisions of the Plan and this Agreement will be binding upon the Awardee and the Awardee’s heirs, executors, administrators, legal representatives, successors and assigns.

12. Awardee Advised To Obtain Personal Counsel and Tax Representation . IMPORTANT : The Company and its employees do not provide any guidance or advice to individuals who may be granted Units under the Plan regarding the federal, state or local income tax consequences or employment tax consequences of participating in the Plan. Notwithstanding any withholding by the Company of taxes hereunder, Awardee remains responsible for determining Awardee’s own personal tax consequences with respect to the Units, any vesting thereof, the receipt of Shares upon settlement, any subsequent disposition of Shares and otherwise of participating in the Plan, and also ultimately remains liable for any tax obligations in connection therewith (including any amounts owed in excess of withheld amounts). Accordingly, Awardee may wish to retain the services of a professional tax advisor in connection with the Units and this Agreement.

13. Beneficiary Designation . The Awardee may designate one or more beneficiaries, from time to time, to whom any benefit under this Agreement is to be paid in case of Awardee’s death. Each designation must be in writing, signed by Awardee and delivered to the Company. Each new designation will revoke all prior designations.

14. Adjustments for Changes in Capital Structure . In the event any change is made to the Shares by reason of any dividend of shares or extraordinary cash dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, the Company shall make such appropriate adjustments to the Units as it determines are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

15. Disputes . Any question concerning the interpretation of or performance by the Company or Awardee under this Agreement, including, but not limited to, the

Units, their vesting, settlement or forfeiture, or the issuance or delivery of Shares upon settlement, or any other dispute or controversy that may arise in connection herewith or therewith, shall be determined by the Company in its sole and absolute discretion; provided, however , that, following a Change in Control, any determinations by the Company or a successor entity with respect to the existence or not of Injurious Conduct, Cause or Good Reason, or any other post-Change in Control determination that would effect a forfeiture of all or a portion of the Units, must be objectively reasonable.

16. Miscellaneous .

(i)

References herein to determinations or other decisions or actions to be taken or made by the Company shall be made by the Administrator (as defined in the Plan) or such other person or persons to whom the Administrator may from time to time delegate authority or otherwise designate, and any such determinations, decisions or actions shall be final, conclusive and binding on the Awardee and all persons claiming under or through the Awardee.

(ii)

This Agreement may not be changed or terminated except by a written agreement expressly referencing this Agreement and signed by the President or Chief Executive Officer of the Company and Awardee.

(iii)

This Agreement, together with the Plan, constitutes the entire understanding of the parties, and supersedes and cancels all prior agreements, with respect to the subject matter hereof.

(iv)

This Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.

(v)

This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to principles of conflicts of laws. The interpretation and enforcement of the provisions of this Agreement shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut and Awardee hereby consents that such courts be granted exclusive jurisdiction for such purpose.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Date of Grant.


UNITED RENTALS, INC.

By:

AWARDEE:

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratios)


	Year Ended December 31,										Three Months Ended March 31, 2010
	2005		2006		2007		2008		2009
Earnings:
Income (loss) from continuing operations before provision (benefit) for income taxes	331		405		578		(813	)	(107	)	(64	)
Add:
Fixed charges, net of capitalized interest	262		289		251		277		288		70
Total earnings available for fixed charges	593		694		829		(536	)	181		6
Fixed charges (1):
Interest expense, net	181		208		187		174		226		61
Add back interest income, which is netted in interest expense	8		11		6		6		1		—
Add back gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense	—		—		—		41		20		(4	)
Interest expense – subordinated convertible debentures, net	14		13		9		9		(4	)	2
Capitalized interest	1		1		2		1		1		—
Interest component of rent expense	55		53		49		47		45		11
Interest expense – discontinued operation	4		4		—		—		—		—
Fixed charges	263		290		253		278		289		70
Ratio of earnings to fixed charges	2.3	x	2.4	x	3.3	x	—	(2)(3)	—	(2)	—	(2)

(1)

Fixed charges consist of interest expense, which includes amortization of deferred finance charges, interest expense-subordinated debentures, capitalized interest and imputed interest on our lease obligations. The interest component of rent is determined based on an estimate of a reasonable interest factor at the inception of the leases.

(2)

Due to our losses for the three months ended March 31, 2010 and the years ended December 31, 2009 and 2008, the ratio coverage was less than 1:1 for these periods. We would have had to have generated additional earnings of $64, $108, and $814 for the three months ended March 31, 2010 and the years ended December 31, 2009 and 2008, respectively, to have achieved coverage ratios of 1:1.

(3)

The loss for the year ended December 31, 2008 includes the effect of an $1,147 pretax non-cash goodwill impairment charge. The effect of this charge was to reduce the ratio of earnings to fixed charges. Had this charge been excluded from the calculation, the ratio of earnings to fixed charges would have been 2.2x for the year ended December 31, 2008.

Exhibit 31(a)

CERTIFICATIONS

I, Michael J. Kneeland, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended March 31, 2010;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5.	The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

April 21, 2010

/ S / M ICHAEL J. K NEELAND

Michael J. Kneeland

Chief Executive Officer

Exhibit 31(b)

CERTIFICATIONS

I, William B. Plummer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended March 31, 2010;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

5.	The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

April 21, 2010

/ S / W ILLIAM B. P LUMMER

William B. Plummer

Chief Financial Officer

Exhibit 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended March 31, 2010 as filed with the Securities and Exchange Commission (the “Report”), I, Michael J. Kneeland, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/ S / M ICHAEL J. K NEELAND

Michael J. Kneeland

Chief Executive Officer

April 21, 2010

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended March 31, 2010 as filed with the Securities and Exchange Commission (the “Report”), I, William B. Plummer, Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/ S / W ILLIAM B. P LUMMER

William B. Plummer

Chief Financial Officer

April 21, 2010

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company