Exhibit 4.1


SECOND AMENDMENT TO THE RIGHTS AGREEMENT


          SECOND AMENDMENT TO RIGHTS AGREEMENT (this
“Amendment”), dated as of October 16, 2008, to the Rights Agreement,
dated as of September 28, 2001, as amended by the First Amendment to the Rights
Agreement, dated as of July 22, 2007 (as amended, the “Rights Agreement”),
between United Rentals, Inc., a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Co., as rights agent (the “Rights
Agent”). Capitalized terms not otherwise defined in this Amendment shall
have the meaning ascribed to such terms in the Rights Agreement. 


                    WHEREAS,
the Company and the Rights Agent have heretofore executed and entered into the
Rights Agreement;


                    WHEREAS,
under the Rights Agreement, the Company and the Rights Agent may amend the
Rights Agreement at any time prior to the time any Person becomes an Acquiring
Person, which has yet to occur;


                    WHEREAS,
the Board of Directors of the Company has determined that it is necessary and
desirable to amend the Rights Agreement to lower the thresholds set forth in
Section 1(a) and 3(a) of the Rights Agreement to 15%, in each case as set forth
in this Amendment; 


                    WHEREAS,
(i) Section 28 of the Rights Agreement provides that the Company may supplement
or amend any provision of this Agreement without the approval of any holders of
the Rights (subject to limited exceptions that do not apply for purposes
hereof); (ii) pursuant to Section 28 of the Rights Agreement, an appropriate
officer of the Company has delivered a certificate to the Rights Agent stating
that the proposed supplements and amendments to the Rights Agreement set forth
in this Amendment are in compliance with Section 28 of the Rights Agreement;
and (iii) pursuant to the terms of the Rights Agreement and in accordance with
Section 28 thereof, the Company has directed that the Rights Agreement should
be amended and supplemented as set forth in this Amendment.


                    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereby agree as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Amendments to Rights Agreement.

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 As set forth
 in Section 1(a) of the Rights Agreement, the threshold of Beneficial
 Ownership by a Person (together with all Affiliates and Associates) of 25% of
 the number of Common Shares of the Company then outstanding at which such
 Person shall, subject to the provisions of the Agreement, be deemed to be an
 Acquiring Person is hereby changed to 15%.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Section 1(a)
 of the Rights Agreement is amended to add the following sentence to the end
 thereof: 

 










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Notwithstanding
 anything in this Agreement to the contrary, any Person who as of October 16,
 2008 beneficially owns 15% or more of the Common Shares of the Company then
 outstanding shall not become an Acquiring Person unless such Person shall
 after October 16, 2008 increase its beneficial ownership of the then
 outstanding Common Shares (other than as a result of an acquisition of Common
 Shares by the Company) to an amount equal to or greater than the greater of
 (x) 15% or (y) the sum of (i) the lowest beneficial ownership of such Person
 as a percentage of the outstanding Common Shares as of any date on or after
 October 16, 2008 plus (ii) .001%.”

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Section 3 of
 the Rights Agreement is hereby amended such that all references to “25%” in
 that Section shall be deleted and substituted with “15%” in lieu thereof.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Section 3(a)
 of the Rights Agreement is amended to add the following sentence at the end
 thereof:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Notwithstanding
 anything in this Agreement to the contrary, a Distribution Date shall not be
 deemed to have occurred solely by virtue of, or as the result of, any Person
 who as of October 16, 2008 beneficially owns 15% or more of the Common Shares
 of the Company then outstanding, unless, after October 16, 2008, such Person
 increases its beneficial ownership of the then outstanding Common Shares
 (other than as a result of an acquisition of Common Shares by the Company) to
 an amount equal to or greater than the greater of (x) 15% or (y) the sum of
 (i) the lowest beneficial ownership of such Person as a percentage of the
 outstanding Common Shares as of any date on or after October 16, 2008 plus
 (ii) .001%.”

 







           2.     Interpretation. The term “Agreement” as used
 in the Rights Agreement shall be deemed to refer to the Rights Agreement as
 amended hereby.



           3.     Severability. If
 any term, provision, covenant or restriction of this Amendment is held by a
 court of competent jurisdiction or other authority to be invalid, void or
 unenforceable, the remainder of the terms, provisions, covenants and
 restrictions of this Amendment, and of the Rights Agreement, shall remain in
 full force and effect and shall in no way be affected, impaired or
 invalidated.



           4.     Effectiveness. This Amendment shall be
 deemed effective as of the date first written above. Except as expressly
 amended herein, all other terms and conditions of the Rights Agreement shall
 remain in full force and effect. 



           5.     Governing Law. This Amendment shall be
 deemed a contract made under the laws of the State of Delaware, and for all
 purposes of this Amendment shall be governed by and construed in accordance
 with the laws of such State applicable to contracts made and to be performed
 entirely within such State;








           6.     Counterparts. This Amendment may be executed
 in any number of counterparts (including by facsimile), each of which shall
 be an original and all of which shall constitute one and the same document.








                    IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as
of the day and year first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
 UNITED
 RENTALS, INC.

 
	
  

 	
  

 	
  

 
	
 By:     /s/
 Joli Lyn Gross

 	
  

 	
 By:     /s/
 Roger E. Schwed

 
	
  

 	




 	
  

 	
  

 	




 
	
  

 	
 Name: Joli
 Lyn Gross

 	
  

 	
  

 	
 Name: Roger
 E. Schwed

 
	
  

 	
 Title: Vice
 President and Assistant 

 Secretary

 	
  

 	
  

 	
 Title:
 Executive Vice President and

 General Counsel

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
 AMERICAN
 STOCK TRANSFER & TRUST
CO., as Rights Agent

 
	
  

 	
  

 	
  

 
	
 By:     /s/
 Jessenia Tejada

 	
  

 	
 By:     /s/
 Joseph Alicia

 
	
  

 	



 	
  

 	
  

 	




 
	
  

 	
 Name:
 Jessenia Tejada

 	
  

 	
  

 	
 Name: Joseph
 Alicia

 
	
  

 	
 Title:
 Account Executive

 	
  

 	
  

 	
 Title: Vice
 President