Restricted Stock Units. Mr. Plummer will be granted 40,000 RSUs under the United Rentals, Inc. 2001 Comprehensive Stock Plan, as of the date of commencement of his employment. 13,333 of the RSUs will vest on December 1, 2009, and the balance of 26,667 of the RSUs will vest on December 1, 2011. The Company will also grant Mr. Plummer during 2009 a performance-based long-term incentive award with an anticipated target value of $450,000 (based on the valuation method used by the Company with respect to awards for its senior executives). The award may consist of option grants, RSUs, or other equity-based awards as determined by the Compensation Committee of the Board of Directors of the Company.

Termination, Severance and Change in Control. Mr. Plummer will be employed by us at will, and we or Mr. Plummer may at any time terminate the employment relationship for any reason or no reason. However, if we terminate Mr. Plummer’s employment without Cause or he resigns for Good Reason (as such terms are defined in the Agreement), we are required (i) to pay him severance equal to 180% of his base salary over the course of one year (such percentage being equal to 100% of his base salary, plus the target bonus amount of 80%) and (ii) to pay his COBRA premiums for the shorter of 12 months or until he is re-employed and eligible for coverage elsewhere. If Mr. Plummer’s employment is terminated by reason of his death or Disability (as defined in the Agreement), we are required to pay him (or his estate) for the COBRA premiums referenced above.

With respect to the time-vested RSUs, if we terminate Mr. Plummer’s employment without Cause or he resigns for Good Reason, or if his employment is terminated by reason of his death or Disability, a pro-rata number of each tranche of the RSUs will become vested. Also, upon a Change in Control (as defined in the Agreement), all of the time-vested RSUs that have not then vested will become vested.

Other. The Agreement also provides for limitations on Mr. Plummer’s competing with the Company and soliciting employees and customers of the Company following termination of his employment.

The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein. The foregoing summary description of the Agreement is qualified in its entirety by reference to the Agreement.

Separately, the Company has agreed to pay Mr. Welch his regular base salary during the transition period, which is expected to continue until March 31, 2009, but may be terminated earlier in the Company’s discretion. Mr. Welch will also receive (i) the severance benefits to which he is entitled under Section 4(d) of his employment agreement (applicable to a termination by him with “Good Reason” or a termination by the Company without “Cause”) (190% of base salary paid over a one year period), (ii) full or pro rata vesting of his remaining outstanding time-vested RSU grant (depending upon the date and manner of the end of the transition period) and (iii) his performance-based cash bonus and performance-based RSU vesting for 2008, in each case to the extent that the respective performance goals for such awards are certified by the Compensation Committee of the Company as having been met at or above threshold levels.