SEPARATION AGREEMENT AND GENERAL RELEASE

(a)

Duties During Transition Period . As of the close of business on February 17, 2009 (the “Transition Date”), Employee shall cease to be Executive Vice President and General Counsel of the Company. After the Transition Date, Employee shall not be an officer of the Company or any of its subsidiaries. Beginning on the Transition Date and continuing through the Termination Date (the “Transition Period”), as and to the extent reasonably requested by the Company from time to time, Employee shall perform the following duties (collectively, the “Services”): (a) act as an historical and knowledge resource to Company employees in connection with matters related to the Company, including legal matters, (b) train and transition his responsibilities to other Company employees, and (c) such other duties, consistent with the seniority and responsibilities of his prior positions, as reasonably requested by the Company. The Services to be performed by the Employee pursuant to the foregoing sentence are expected to be performed by the Employee on at least an 80% of full-time basis.

(b)

Base Salary and Benefits During the Transition Period . During the Transition Period, Employee shall continue to be paid a base salary at the annual rate of $425,000 and shall (together with his family) continue to participate on the same basis in the Company benefits plans and programs in which he (and his family) currently participate, except as otherwise required under (i) the terms of a Company benefits plan or program or (ii) applicable law.

(c)

Accrued, Unused Vacation . The Company shall also make a lump sum payment to Employee for his accrued but unused vacation as of the Termination Date. Such payment shall be made by the Company following the Termination Date in accordance with its standard payroll practices.

(a)

Severance Payment . Employee will be paid an aggregate of $807,500.00 in severance payments (such amount, the “Severance Pay”) under Section 4(f)(iv) of the Employment Agreement payable on the following schedule to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as set forth in Section 4(g)(iii) of the Employment Agreement:

(i) no payments of Severance Pay shall be made for a six-month period following the Termination Date;

(ii) an amount equal to one half of the Severance Pay ($403,750.00) shall be paid to Employee in a lump sum on the first business day following the six month anniversary of the Termination Date;

(iii) during the six-month period beginning on the six month anniversary of the Termination Date and ending on the one year anniversary of the Termination Date, payment of the remaining unpaid portion of the Severance Pay shall be made, in equal installments, to Employee at the times that Employee’s Base Salary would have been paid to him had Employee’s employment not terminated.

(b)

2008 and 2009 Annual Cash Incentives Bonus . Within ten business days of the Effective Date of this Agreement, Employee shall receive a lump sum payment of $180,000.00, which represents his 2008 annual cash incentive bonus as well as a 2009 annual cash incentive bonus for his services up to and including the Termination Date.

(c)

Restricted Stock . The number of shares earned pursuant to Employee’s “performance-based” restricted stock units granted pursuant to the Company’s 2001 Comprehensive Stock Plan (the “Stock Plan”) and the Restricted Stock Unit Agreement entered into by and between the Company and Employee, dated as of June 14, 2006 (the “RSU Agreement”) shall be determined based on the achievement of the performance objectives set forth in the RSU Agreement to be determined by the Compensation Committee at the same time as, and consistent with its determinations for other executives. Any performance-based restricted stock units not so earned shall be forfeited. A pro-rata portion of Employee’s as then unvested “time-based” restricted stock units granted pursuant to the Stock Plan and the RSU Agreement, including a reported (but undocumented) grant on March 10, 2008, shall vest as of the Termination Date in accordance with the Stock Plan and the RSU Agreement and such grant for a termination without Cause or for Good Reason. Any “time-based” restricted stock units not so (or previously) vested shall be forfeited on the Termination Date. RSUs (which, for the avoidance of doubt, the Parties agree will be in the gross amount of 10,107 units) will be delivered on the first business day following the six month anniversary of the Termination Date, as set forth in Section 3(b) of the RSU Agreement. Employee acknowledges and agrees that, subject to this delivery, he has otherwise forfeited all other unvested RSUs and incentive awards of any other kind or nature whatsoever.

(d)

Taxes and Withholdings; Section 409A. The payments and benefits to be made pursuant to this Section 3 and in Section 2 shall be subject to all applicable withholdings for federal, state and local income taxes, Social Security, and all other customary withholdings. It is the intention of the Parties that payments and benefits under this Agreement and the Consulting Agreement (defined below) be interpreted to be exempt from or in compliance with Section 409A of the Internal Revenue Code of 1986, as amended and, accordingly, to the maximum extent permitted, this Agreement and the Consulting Agreement shall be interpreted to be exempt from or in compliance with Section 409A. The Company agrees to cooperate reasonably with Employee to the extent that Employee or his counsel reasonably requests any changes (which do not increase the compensation or benefits to Employee payable hereunder) to this Agreement or the Consulting Agreement needed to implement further such exemption or compliance. Subject to the foregoing, the Company shall have no liability to Employee or otherwise if any payments or benefits paid or provided under this Agreement or the Consulting Agreement are subject to the additional tax or interest (or both) under Section 409A.

(e)

COBRA . Provided that Employee timely elects continuation health benefits coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay through the COBRA Payment End Date (as defined below) for the monthly premiums for the level of coverage Employee (and his family) maintained on the Termination Date. The “COBRA Payment End Date” shall be the earlier of (i) (x) either 12 months following the Termination Date, if Employee does not execute the Consulting Agreement attached hereto as Exhibit A or (y) 12 months following the expiration of the Consulting Agreement on September 30, 2009 if Employee does execute the Consulting Agreement; and (ii) the date Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer. If during the period Employee is receiving this benefit, Employee obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Employee must promptly notify the Company in writing of such eligibility. COBRA Payments under this paragraph will continue to be made on behalf of Employee’s family until the COBRA Payment End Date in the event of Employee’s death prior to the COBRA Payment End Date.

(f)

Consulting Agreement. The Parties will, simultaneously with Employee’s delivery of the Subsequent General Release described below in Section 5(b), execute the Consulting Agreement attached hereto as Exhibit A (the “Consulting Agreement”).

(a)

Release . Employee hereby releases and forever discharges URI, its respective direct and indirect parents, affiliates, subsidiaries and benefit plans, and each such entities’ present and former and/or future “Representatives” (as defined below), as well as any predecessors, future successors or assigns or estates of any of the foregoing (hereinafter collectively referred to as the “Released Parties”), from any and all liabilities, causes of action, suits, proceedings, agreements, promises, damages, disputes, controversies, contentions, grievances, differences, judgments, debts, claims and demands of any kind whatsoever, both in law and in equity, known or unknown, fixed or contingent, asserted or unasserted, that are capable of being released by private agreement (hereinafter collectively referred to as the “Claims”), and which (i) Employee may have or claim to have based upon or in any way related to Employee’s employment or termination of employment with the Company for any period prior to his execution of this Agreement, or (ii) otherwise involve facts that occurred during any period prior to his execution of this Agreement. For purposes of this Agreement, “Representatives” shall mean officers, employees, directors, stockholders, agents, partners, managers, plan administrators, financial and legal advisors, insurers, fiduciaries, present or prospective lenders or investors, in their individual and/or representative capacities.

Such released Claims include, without limitation, any and all Claims under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1871; the Civil Rights Act of 1991; the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1974 (including, without limitation, any claim for severance pay, but excluding claims for accrued, vested benefits under any benefit plan of the Company in accordance with the terms of such plan and applicable law); the Age Discrimination in Employment Act of 1967, as amended by the Older Workers’ Benefit Protection Act of 1990; Connecticut Fair Employment Practices Act; Connecticut Whistleblower Statute; and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment, each as amended. Such released Claims also include, without limitation, any and all Claims under state contract or tort law; any and all Claims based on the design or administration of any Company employee benefit plan or program arising under any Company policy, procedure, or employee benefit plan; any and all Claims for wages, commissions, bonuses, continued employment with the Company in any position, and compensatory, punitive or liquidated damages; and any and all Claims for attorney’s fees and costs.

Notwithstanding the foregoing, nothing contained in this Section 5 shall release, interfere with or waive any of Employee’s rights (i) under the Indemnification Agreement between the Company and Employee, dated June 14, 2006 (“Indemnification Agreement”), including any existing claims thereunder; (ii) under this Agreement; (iii) under the surviving sections of the Employment Agreement; (iv) to defend or assert counterclaims against any party asserting a claim against him in connection with his role as a defendant in the lawsuit captioned DeCicco v. United Rentals, et al. , or (v) to file a charge with a government agency (but Employee hereby waives any and all rights to recover under, or by virtue of, any such charge).

(b)

Subsequent General Release . Notwithstanding anything herein to the contrary, the Company’s payments and benefits described in Sections 3(a), (b), and (f) hereof shall be contingent on Employee’s execution of, and delivery to, the Company on or after March 31, 2009 and before April 7, 2009, of the Subsequent General Release attached hereto as Exhibit B (except in the event of Employee’s death) and Employee not revoking such release within seven days of his delivery of such release. If Employee fails to timely execute and deliver the release (other than as a result of his death) or revokes the Subsequent General Release, the Company shall not be obligated to make the payments or benefits described in Sections 3(a) and 3(f) hereof and shall be entitled to recover from Employee the payment made in Section 3(b).

(c)

Representations. Employee hereby represents and warrants that (i) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the other Released Parties, nor has Employee agreed to do any of the foregoing, (ii) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Agreement, and (iii) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Without limitation of the foregoing, but without in any way affecting his rights under the Indemnification Agreement or applicable director and officer insurance policies, Employee hereby gives up Employee’s right to receive any financial benefit, including monetary recovery and/or reinstatement, from any lawsuit, action or settlement related to any Claim released pursuant to Section 5(a) hereof, whether the lawsuit or action is filed or the settlement is reached by Employee or anyone else.

(d)

No Prior Lawsuits or Assignments . Employee hereby represents that Employee has not filed, or assigned to any other person or entity any Claim against the Released Parties relating to Employee’s employment and/or separation from employment with the Company, or otherwise involving facts which occurred in any period prior to Employee’s signing of this Agreement.

(e)

Continued Obligations Under the Employment Agreement . The Parties agree that it is a material condition of this Agreement that Employee comply with Sections 5, 6 and 7 of the Employment Agreement, which shall survive in accordance with their terms and are incorporated by reference herein.

(a)

Sufficiency of Consideration . The payments and benefits received by Employee pursuant to Section 3 of this Agreement in exchange for the release contained in Section 5 and the other promises contained in this Agreement, are greater in value than anything else which Employee may have otherwise been entitled under any other agreement, law, or Company separation, benefit or compensation polic