UNITED RENTALS, INC. SEPARATION AGREEMENT AND GENERAL RELEASE

(a)

Duties During Transition Period . As of December 1, 2008 (the “Transition Date”), Employee ceased to be Chief Financial Officer and Executive Vice President 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 requested by the Company from time to time, Employee shall perform the following duties (collectively, the “Services”): (a) act as a historical and knowledge resource to Company employees in connection with matters related to the Company, including financial matters, as requested by the Company, (b) train and transition his responsibilities to other Company employees, and (c) such other duties 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. During the Transition Period, Employee shall retain his current office at the Company’s Greenwich, Connecticut headquarters.

(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 $562,500 and shall be eligible for benefits under any Company benefits plan or program or otherwise, except as otherwise required under (i) the terms of a Company benefits plan or program or (ii) applicable law. Notwithstanding the foregoing, Employee shall not be entitled to an annual cash incentive bonus with respect to any portion of the Transition Period after December 31, 2008.

(a)

Installment Payments . The Company agrees to pay Employee $1,068,750, payable in 26 bi-weekly payroll installments of $41,105.77 commencing on April 1, 2009.

(b)

2008 Annual Cash Incentives Bonus . Regardless of the Termination Date, Employee shall be entitled to receive a 2008 annual cash incentive bonus subject to the terms of the award previously made to him, the achievement of pre-established performance goals set forth therein, the terms and conditions of the Company’s Annual Incentive Compensation Plan and certification of such achievement, and the amount of the bonus, by the Compensation Committee of the Company. The payment of the 2008 annual cash incentive bonus, if any, shall be payable at the time such bonuses are paid to other executives of the Company.

(c)

Restricted Stock . 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 May 30, 2006 (the “RSU Agreement”), shall continue to vest through December 31, 2008 with 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 thereafter remaining shall be forfeited. Employee’s “time-based” restricted stock units granted pursuant to the Plan and the RSU Agreement shall continue to vest in accordance with the Plan and the RSU Agreement until the Termination Date, with a pro rata number of “time-based” restricted stock units vesting, as applicable, in accordance with the provisions of the Restricted Stock Agreement for a termination without Cause or for Good Reason. Any “time-based” restricted stock units remaining thereafter shall be forfeited on the Termination Date.

(d)

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.

(e)

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. The Company makes no representations regarding the tax implications of the compensation, payments and benefits to be paid to Employee under this Agreement. 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 of the Internal Revenue Code of 1986, as amended 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 Employee’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the Company other than as a result of his death, (ii) Employee 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 Employee 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 Employee) until the date that is six months following Employee’s separation from service with the Company (or the earliest date as is permitted under Section 409A). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six-month period. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute deferred compensation under Section 409A, any such reimbursements or in-kind benefits shall be paid to Employee 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.

(f)

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 maintained on the Termination Date. The “COBRA Payment End Date” shall be the earlier of (i) 12 months following the Termination Date 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 benef