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                                                                    EXHIBIT 10.4

              SENIOR RESTRICTED STOCK AGREEMENT- SERIES "Senior I"

Awardee: Michael Nolan
Grant Date: June 5, 2001
Award Shares: 235,000 shares of  common stock


         This SENIOR RESTRICTED STOCK AGREEMENT (the "Agreement") is made as of
the Grant Date by and between UNITED RENTALS, INC., a Delaware corporation
having an office at Five Greenwich Office Park, Greenwich, CT 06830 (the
"Company"), and AWARDEE.

         In consideration of the mutual promises and covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.   Grant of Shares. The Company hereby grants the Award Shares to Awardee
     under the Company's 2001 Senior Stock Plan (the "Plan"), subject to the
     terms and conditions of this Agreement and the Plan.

2.   Vesting. The Award Shares shall vest on the earliest to occur of the
     following events:

     (a)  The 10th anniversary of the Grant Date if the Awardee is then employed
          by the Company;

     (b)  The date of Awardee's death, retirement at or after age 60 or
          permanent disability while employed by the Company. Awardee shall be
          deemed to be permanently disabled if for a period of six consecutive
          months Awardee is unable to perform Awardee's duties for the Company
          because of illness or physical or mental disability or other
          incapacity.

     (c)  The date of the occurrence of a change of control of the Company while
          Awardee is employed by the Company. A "change of control" shall be
          deemed to have occurred if:

          (i)  any "person" is or becomes a "beneficial owner" (as defined in
               Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act"))
               directly or indirectly, of securities of United Rentals, Inc.
               representing 50% or more of the total voting power represented by
               then outstanding voting securities of United Rentals, Inc., or
               has the power (whether as a result of stock ownership, revocable
               or irrevocable proxies, contract or otherwise) or ability to
               elect or cause the election of directors consisting at the time
               of such election of a majority of the Board of Directors. The
               term "persons" is defined in Section 13(d) of the Act, except
               that the term "person" shall not include (1) any person or an
               Affiliate of such person who as of the date of this Agreement
               owns 10% or more of the total voting power represented by the
               outstanding voting securities of the Company; and (2) a trustee
               or other fiduciary holding securities under any employee benefit
               plan of the Company or a corporation which is owned directly or
               indirectly by the stockholders of the Company in substantially
               the same percentage as their ownership in the Company; or

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          (ii) the stockholders of United Rentals, Inc. approve, or United
               Rentals, Inc. consummates, a transaction or series of
               transactions that cause (1) any class of equity securities which
               is subject to Section 12(g) or 15(d) of the Securities Exchange
               Act of 1934 to be held of record by less than 300 persons, or (2)
               any class of equity securities of United Rentals, Inc. which is
               either listed on a national securities exchange or authorized to
               be quoted in an inter-dealer quotation system of a registered
               national securities association to be neither listed on any
               national securities exchange nor authorized to be quoted on an
               inter-dealer quotation system of any registered national
               securities association; or

          (iii) the stockholders of United Rentals, Inc. approve a merger of
               United Rentals, Inc., or a plan of complete liquidation of United
               Rentals, Inc., or an agreement for the sale or disposition by
               United Rentals, Inc. of all or substantially all of its assets,
               or any other business combination of United Rentals, Inc. with
               any other corporation, other than any such merger or business
               combination which would result in the voting securities of United
               Rentals, Inc. outstanding immediately prior thereto continuing to
               represent (either by remaining outstanding or by being converted
               into voting securities of the surviving entity) at least 50% of
               the total voting power represented by the voting securities of
               United Rentals, Inc. or such surviving entity outstanding
               immediately after such merger or business combination. An
               "Affiliate" of a person is a person that controls, is controlled
               by, or is under common control with such person.

     (d)  As to any Awardee whose current title is Chairman or Vice Chairman,
          the date on which the Company terminates Awardee's employment other
          than for Cause. The term "Cause" means (i) Awardee shall have breached
          any non-compete provision set forth in his or her employment
          agreement, the Company shall have advised Awardee of such breach and,
          within 60 days after Awardee has received such notice, Awardee shall
          not have taken steps to cure such breach; or (ii) the conviction of
          Awardee for any felony from which all appeals have been exhausted.

     (e)  The date on which the Awardee resigns within 60 days after (1), as to
          any Awardee whose current title is Chairman or Vice Chairman, if the
          Company has reduced his duties, authority, title or compensation, or
          (2) if Awardee is currently a director of the Company, the Company
          fails to nominate him to continue as a director, or (3) the Company
          has directed that Awardee relocate his or her personal residence or
          corporate office or has substantially increased Awardee's travel
          requirements, or (4) if Awardee is not Bradley Jacobs, there has been
          a good reason resignation by Bradley Jacobs. A resignation referred to
          in this Section (e) is referred to in this Agreement as a "good reason
          resignation."

     (f)  The date, if any, on which the Administrator advises Awardee that the
          Award has been accelerated, but only to the extent set forth in such
          notice.

3.   Forfeiture. Award Shares shall be forfeited if Awardee's employment is
     terminated before the Award has vested, but only if such termination does
     not itself vest the Award under the express provisions of Section 2.

4.   Stock Certificates; Transferability.

     (a)  The Company shall promptly deliver to Employee a stock certificate for
          the Award Shares. The certificate shall contain a legend (the "Vesting
          Legend") as follows:

               The securities represented by this certificate are subject to a
               restricted stock agreement between the Company and the registered
               owner of this certificate (or his predecessor in

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               interest). Copies of said agreement may be obtained upon written
               request to the secretary of the Company by the registered owner
               hereof. These securities may be cancelled and retired by the
               Company in the circumstances set forth in the Agreement, in which
               event this Certificate shall be null and void.

     (b)  The Company will cause the Vesting Legend to be removed upon request
          by Awardee given at any time after the Award Shares have vested, but
          only if the Awardee has satisfied the withholding tax obligations set
          forth elsewhere in this Agreement.

     (c)  Should Awardee forfeit any Award Shares, Awardee shall promptly return
          the certificate therefor to the Company for cancellation. Without
          limiting the Company's other rights and remedies for any failure to
          timely make such return, Awardee shall indemnify the Company and hold
          the Company harmless from all loss, damage or claim which the Company
          may incur as a result of such failure. Whether or not such certificate
          is returned as aforesaid, such certificate shall upon such forfeiture
          no longer represent shares of common stock and will be cancelled on
          the records of the Company.

5.   Transferability.

     (a)  Awardee represents that Awardee is acquiring the Award Shares for
          Awardee's own account and not on behalf of others.

     (b)  To the extent that the Award Shares have not vested, they are not
          transferable by the Awardee, whether by sale, assignment, exchange,
          pledge, or hypothecation, or by operation of law or otherwise except
          (a) pursuant to a qualified domestic relations order as defined for
          purposes of the Employee Retirement Income Security Act of 1974, as
          amended, or (b) by gift: to a member of the "Family" (as defined
          below) of the Awardee, to or for the benefit of one or more
          organizations qualifying under Code sec. 501(c) (3) and 170(c) (2) (a
          "Charitable Organization") or to a trust for the exclusive benefit of
          the Awardee, one or more members of the Awardee's Family, one or more
          Charitable Organizations, or any combination of the foregoing,
          provided that any such transferee shall enter into a written agreement
          to be bound by the terms of this Agreement. For this purpose, "Family"
          shall mean the ancestors, spouse, siblings, spouses of siblings,
          lineal descendants and spouses of lineal descendants of the Awardee.

     (c)  Whether or not the Award Shares have vested, Federal and state
          securities laws govern and restrict the right to offer, sell or
          otherwise dispose of any Award Shares unless otherwise covered by a
          Form S-8 or unless the offer, sale or other disposition thereof is
          otherwise registered under the Securities Act of 1933, as amended,
          (the "1933 Act") and state securities laws or, in the opinion of the
          Company's counsel, such offer, sales or other disposition is exempt
          from registration thereunder. The Company will within a reasonable
          time after Awardee's request, file such Form S-8 or other registration
          statement as shall be reasonably necessary for the public sale of
          Award Shares that have vested. Awardee will in no event offer, sell or
          otherwise dispose of any Award Shares in any manner which would
          violate or cause the Company to violate the 1933 Act, the rules and
          regulations promulgated thereunder or any other state or federal law.
          Stock certificates representing the Award Shares shall bear a legend
          (the "1933 Act Legend") in substantially the following form, in
          addition to the Vesting Legend, the Brokerage Legend and any other
          legends that may be required under federal or state securities laws:

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          The securities represented by this certificate have not been
          registered pursuant to the Securities Act of 1933, as amended (the
          "Act"), or any state securities law, and such securities may not be
          sold, transferred or otherwise disposed of unless the same are
          registered and qualified in accordance with the Act and any applicable
          state securities laws, or in the opinion of counsel satisfactory to
          the Company such registration and qualification are not required.

     (d)  The Company shall not be required to transfer on its books any of the
          Award Shares that shall have been sold or transferred in violation of
          any of the provisions set forth in this Agreement, or to treat any
          transferee to whom such shares have been so sold or transferred as a
          stockholder of the Company.

     (e)  Unless a change of control has occurred, Awardee will sell Award
          Shares only through a brokerage firm which is from time to time
          designated by the Company. The certificates that represent the Award
          Shares will bear the following legend (the "Brokerage Legend"): Holder
          may sell these shares only through a brokerage firm which is from time
          to time designated by the Company.

6.   Rights as Stockholder. Except as otherwise provided in Sections 4 and 5,
     the Awardee shall until forfeiture be entitled to all rights of a
     stockholder of the Company, including the right to vote the Award Shares
     and to receive dividends and/or other distributions declared on such
     shares.

7.   Conformity with Plan. This Agreement is intended to conform in all respects
     with, and is subject to all applicable provisions of, the Plan, which is
     incorporated herein by reference. Any inconsistencies between this
     Agreement and the Plan shall be resolved in accordance with the terms of
     the Plan. By executing and returning the enclosed copy of this Agreement,
     Awardee acknowledges its receipt of the Plan and its agreement to be bound
     by all the terms of the Plan. All definitions stated in the Plan apply to
     this letter.

8.   Not a Contract for Employment. No rights to continued employment with the
     Company shall be construed as arising under the terms of this Agreement.

9.   Withholding Taxes. Awardee shall pay to the Company, or make provision
     satisfactory to the Administrator for payment of, any taxes required to be
     withheld in respect of the Award Shares no later than the date of the event
     creating the tax liability. The Company may, to the extent permitted by
     law, deduct any such tax obligations from any payment of any kind otherwise
     due to the Awardee, including any Award Shares held by the Company. In the
     event that payment to the Company of such tax obligations is made in shares
     of common stock of the Company, such shares shall be valued at their fair
     market value on the applicable date for such purposes.

10.  Awardee Advised To Obtain Personal Counsel and Tax Representation.
     IMPORTANT: The Company and its employees do not provide any guidance or
     advice to individuals who may be granted an Award under the Plan regarding
     the federal, state or local income tax consequences or employment tax
     consequences of participating in the Plan. Each person who may be entitled
     to any benefit under the Plan is responsible for determining their own
     personal tax consequences of participating in the Plan. Accordingly, you
     may wish to retain the services of a professional tax advisor in connection
     with any Awards under the Plan.

11.  Gross-up. Under separate agreement with the Company, Awardee is entitled to
     certain gross-up amounts in respect of payments and benefits which
     constitute "excess parachute payments" within the meaning of Section

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     280G of the Internal Revenue Code of 1986, as amended (the "Code"). The
     Company confirms that such gross-up payments also apply to payments and
     benefits in respect of the Award Shares.

12.  Miscellaneous.

     (a)  This Agreement may not be changed or terminated except by written
          agreement signed by the Company and Awardee. It shall be binding on
          the parties and on their personal representatives and permitted
          assigns.

     (b)  This Agreement sets forth all agreements of the parties. It supersedes
          and cancels all prior agreements with respect to the subject matter
          hereof. It shall be enforceable by decrees of specific performance
          (without posting bond or other security) as well as by other available
          remedies.

     (c)  This Agreement shall be governed by, and construed in accordance with,
          the laws of Delaware. The federal and state courts sitting in
          Connecticut shall have exclusive jurisdiction over all matters
          relating to this Agreement. Trial by jury is expressly waived.

     (d)  All notices, requests, service of process, consents, and other
          communications under this Agreement shall be in writing and shall be
          deemed to have been delivered (i) on the date personally delivered or
          (ii) one day after properly sent by Federal Express, or (iii) on the
          day transmitted by facsimile so long as a confirmation copy is
          simultaneously forwarded by Federal Express, in each case addressed to
          Awardee at the last address he or she has filed in writing with the
          Company, or in the case of the Company, at its principal offices . A
          copy of each notice to the Company shall be addressed to the Company's
          CEO and the Company's Corporate Counsel, c/o the Company. Either party
          hereto may designate a different address by providing written notice
          of such new address to the other party hereto as provided above.

     (e)  Each provision of this Agreement shall be treated as a separate and
          independent clause, and the invalidity or unenforceability of any
          provision of this Agreement shall not affect the validity or
          enforceability of any other provision of this Agreement. Moreover, if
          one or more of the provisions contained in this Agreement shall for
          any reason by held to be excessively broad in scope, activity,
          geography, time-period, subject, or otherwise so as to be
          unenforceable at law, such provision or provisions shall be construed
          by the appropriate judicial body by limiting or reducing it or them,
          so as to be enforceable to the maximum extent compatible with the
          applicable law as it shall then exist.

     Dated: As of June 5, 2001


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                             UNITED RENTALS, INC.


                             By:
                                -----------------------------
                             Name:
                             Title:


                             AWARDEE:

                             --------------------------------