UNITED RENTALS, INC. DEFERRED COMPENSATION PLAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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