SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT


          This
Second Amendment to Employment Agreement (“Second
Amendment”) between UNITED
RENTALS, INC. (the “Company”)
and MICHAEL J. KNEELAND (“Executive”) is hereby entered into as of
March 10, 2008. 


          WHEREAS,
the parties entered into an Employment Agreement, dated as of June 5,
2006; 


          WHEREAS,
the parties entered into a First Amendment to Employment Agreement, dated
August 1, 2007, which amended the Employment Agreement; 


          WHEREAS,
Executive was appointed interim Chief Executive Officer of the Company
effective as of June 4, 2007;


          WHEREAS,
the parties desire to amend the Employment Agreement to modify certain
provisions, as indicated in this Second Amendment;


          AND
WHEREAS, all other provisions of the Employment Agreement
shall remain unchanged; 


          NOW
THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties mutually agree that: 


	
 

	
 

	
 


	
 

	
1.

	
Section 4(c)(ii) of the Employment Agreement is
  deleted in its entirety and replaced with the following text:


	
 

	
 

	
 


	
 

	
 

	
the continued payment of the Base Salary (as
  determined pursuant to Section 3(a)) for the Covered Time (as determined
  pursuant to Section 5.2(a)).  Such
  sums shall be paid at the times and in the amounts Executive’s Base Salary
  would have been paid had Executive’s employment not terminated; provided, however,
  that if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal
  Revenue Code of 1986, as amended (the “Code”), and applicable administrative
  guidance and regulations, the payment of such sums shall be made as
  follows:  (A) no payments shall
  be made for a six-month period following the date of termination, (B) an
  amount equal to six months of Base Salary shall be paid in a lump sum six
  months following the date of termination, and (C) during the period
  beginning six months following the date of termination through the remainder
  of the Covered Time, payment of the Base Salary shall be made at the times
  Executive’s Base Salary would have been paid had Executive’s employment not
  terminated; and










	
 

	
 

	
 


	
 

	
2.

	
A new Section 4(c)(iii) is added to the Employment
  Agreement, as follows:


	
 

	
 

	
 


	
 

	
 

	
payment of an amount equal to (X) if the Covered
  Time (as determined pursuant to Section 5.2(a)) is one year, Executive’s
  Target Allocation (as defined in the Annual Incentive Plan in effect at the
  time of such termination of employment) or (Y) if the Covered Time (as
  determined pursuant to Section 5.2(a)) is two years, two times Executive’s
  Target Allocation (as defined in the Annual Incentive Plan in effect at the
  time of such termination of employment).
  Such sums shall be paid in equal installments during the Covered Time
  at the times Executive’s Base Salary would have been paid had Executive’s
  employment not terminated; provided, however, that if necessary to comply
  with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as
  amended (the “Code”), and applicable administrative guidance and regulations,
  the payment of such sums shall be made as follows:  (A) no payments shall be made for a six-month period following
  the date of termination, (B) an amount equal to six months of Base Salary
  shall be paid in a lump sum six months following the date of termination, and
  (C) during the period beginning six months following the date of termination
  through the remainder of the Covered Time, payment of the Base Salary shall
  be made at the times Executive’s Base Salary would have been paid had
  Executive’s employment not terminated; and provided further that no payments
  shall be made under this Section 4(c)(iii) until after January 1, 2009 and
  that any amounts that would otherwise be payable prior to such date shall be
  paid in a lump sum on the Company’s first regular payroll date occurring
  after such date.


	
 

	
 

	
 


	
 

	
3.

	
Section 4(d)(ii) is amended by appending to the end
  of such section the following language:


	
 

	
 

	
 


	
 

	
 

	
Notwithstanding the foregoing, the parties agree
  that, in the event that Executive is removed from the position of interim
  Chief Executive Officer, (X) such removal shall not, by itself or together
  with other conduct, constitute Good Reason (provided that such other conduct
  may independently give rise to Good Reason) and (Y) any determination
  whether Executive experiences Good Reason shall not consider any additional
  duties or responsibilities Executive was assigned during his tenure as
  interim Chief Executive Officer or the removal of such additional duties or
  responsibilities.


	
 

	
 

	
 


	
 

	
4.

	
Section 5.2(a) is amended by appending to the end of
  such section the following language:


	
 

	
 

	
 


	
 

	
 

	
Notwithstanding the foregoing, in the event that
  Executive’s employment is terminated by the Company without Cause or by Executive
  for Good Reason, the Company shall within ninety days after such termination
  provide written notice to Executive indicating whether the Covered Time shall
  remain two years or be reduced, at the Company’s election, to one year.  If the Company elects to reduce the
  Covered Time to one year, then the Covered Time shall be deemed to be one
  year for all purposes under this Agreement.
  If the Company fails to provide any written notice as required herein,
  then the Covered Time shall automatically be reduced to one year for all
  purposes.





2






          The
terms and conditions of all other sections of the Employment Agreement shall
remain unchanged and in full force and effect.


          IN
WITNESS WHEREOF, the parties have executed this Second
Amendment to be effective as of the date identified above. 


UNITED RENTALS, INC.


	
 

	
 

	
 

	
 

	
 


	
By:

	
/s/ Roger Schwed

	
 

	
/s/ Michael J. Kneeland


	
 

	


	
 

	



	
Name:

	
Roger Schwed

	
 

	
       MICHAEL
  J. KNEELAND

	
 


	
Title:

	
General Counsel

	
 

	
 

	
 





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