UNITED RENTALS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

1.

Definitions

(a)

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

(b)

Administrator . The committee appointed pursuant to Section 8.

(c)

Code . The Internal Revenue Code of 1986, as amended.

(d)

Company . United Rentals, Inc., a Delaware corporation.

(e)

Company Stock . Common stock of the Company.

(f)

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

(g)

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

(h)

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

(i)

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

(j)

Plan . The United Rentals, Inc. Deferred Compensation Plan for Directors.

2.

Participation

(a)

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

(b)

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

3.

Contributions

(a)

Fee Deferrals .

(i)

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

(ii)

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

(iii)

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

(iv)

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

(b)

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

(c)

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

4.

Accounts

(a)

Bookkeeping Accounts .

(i)

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

(ii)

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

(b)

Investments, Gains and Losses .

(i)

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

(ii)

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

(iii)

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

(c)

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

5.

Distributions

(a)

Payment .

(i)

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

(ii)

Unforeseeable Emergency .

(A)

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

(B)

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

(C)

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