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                                                                    Exhibit 10.2

              SENIOR RESTRICTED STOCK AGREEMENT- SERIES "Senior I"

Awardee: Wayland Hicks
Grant Date: June 5, 2001
Award Shares: 500,000 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:


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