<PAGE>


                                                                   EXHIBIT 10.31
 
                                      THE
                           RENTAL SERVICE CORPORATION
                             EXECUTIVE SAVINGS PLAN



                                 April 1, 1998
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>


<S>                <C>                                                    <C>
PREAMBLE..................................................................  1

ARTICLE ONE

                     EFFECTIVE DATE.......................................  1
                     --------------
  1.1.               EFFECTIVE DATE.......................................  1

ARTICLE TWO

                     DEFINITIONS AND CONSTRUCTION.........................  1
                     ----------------------------
  2.1.               DEFINITIONS..........................................  1
  2.2.               CONSTRUCTION.........................................  4

ARTICLE THREE

                     ELIGIBILITY AND PARTICIPATION........................  4
                     -----------------------------
  3.1.               GENERAL..............................................  4
  3.2.               APPLICATION TO PARTICIPATE...........................  4
  3.3.               TIMING OF PARTICIPATION..............................  4
  3.4.               DISCONTINUANCE OF PARTICIPATION......................  5

ARTICLE FOUR

                     PARTICIPANT DEFERRALS................................  5
                     ---------------------
  4.1.               PARTICIPANT DEFERRALS................................  5
  4.2.               DESIGNATION AND CHANGE OF DESIGNATION OF PARTICIPANT
                     DEFERRALS............................................  6

ARTICLE FIVE

                     CREDITING OF CONTRIBUTIONS AND INVESTMENT EXPERIENCE.  6
                     ----------------------------------------------------
  5.1.               TRANSFER TO TRUSTEE..................................  6
  5.2.               CREDITING OF INVESTMENT EXPERIENCE TO ACCOUNTS.......  6
  5.3.               ACCELERATION OF BENEFITS.............................  6
  5.4.               LIMITATION ON DISTRIBUTIONS..........................  7

ARTICLE SIX

                     VESTING..............................................  7
                     -------
  6.1.               FULL VESTING.........................................  7
</TABLE>
<PAGE>
 
                               TABLE OF CONTENTS
                                   Continued
<TABLE>
<CAPTION>
                                                                          PAGE

ARTICLE SEVEN

<S>                <C>                                                    <C>
                     DISTRIBUTION OF BENEFITS.............................  7
                     ------------------------
  7.1.               NORMAL AND LATE RETIREMENT...........................  7
  7.2.               DISABILITY RETIREMENT................................  7
  7.3.               DEATH................................................  8
  7.4.               OTHER TERMINATION OF EMPLOYMENT......................  8
  7.5.               TIME AND METHOD OF DISTRIBUTION OF BENEFITS..........  8
  7.6.               DESIGNATION OF BENEFICIARY...........................  9
  7.7.               PAYMENTS TO DISABLED.................................  9
  7.8.               UNDERPAYMENT OR OVERPAYMENT OF BENEFITS..............  10

ARTICLE EIGHT

                     INALIENABILITY OF BENEFITS...........................  10
                     --------------------------
  8.1.               NO ASSIGNMENT PERMITTED..............................  10
  8.2.               QUALIFIED DOMESTIC RELATIONS ORDERS..................  10
  8.3.               PROCESSING QUALIFIED DOMESTIC RELATIONS ORDERS.......  11

ARTICLE NINE

                     ADMINISTRATION.......................................  11
                     --------------
  9.1.               PLAN ADMINISTRATOR...................................  11
  9.2.               ALLOCATION OF FIDUCIARY RESPONSIBILITY...............  11
  9.3.               POWERS OF THE PLAN ADMINISTRATOR.....................  12
  9.4.               CLAIMS...............................................  12
  9.5.               CREATION OF COMMITTEE................................  13
  9.6.               CHAIRMAN AND SECRETARY...............................  14
  9.7.               APPOINTMENT OF AGENTS................................  14
  9.8.               MAJORITY VOTE AND EXECUTION OF INSTRUMENTS...........  14
  9.9.               ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE
                     MEMBERS..............................................  14
  9.10.              CONFLICT OF INTEREST.................................  14
  9.11.              OTHER FIDUCIARY CAPACITIES...........................  14

ARTICLE TEN

                     SCOPE OF RESPONSIBILITY..............................  15
                     -----------------------
  10.1.              SCOPE OF RESPONSIBILITY..............................  15
</TABLE>
<PAGE>
 
                               TABLE OF CONTENTS
                                   Continued
<TABLE>
<CAPTION>
                                                                    PAGE
ARTICLE ELEVEN                                                      
<S>                 <C>                                             <C>

                      AMENDMENT, MERGER AND TERMINATION.............. 16
                      ---------------------------------
  11.1.               AMENDMENT...................................... 16
  11.2.               MERGER OR CONSOLIDATION OF EMPLOYER............ 16
  11.3.               TERMINATION OF PLAN OR DISCONTINUANCE OF
                      CONTRIBUTIONS.................................. 16
  11.4.               LIMITATION OF EMPLOYER LIABILITY............... 16

ARTICLE TWELVE

                      GENERAL PROVISIONS............................. 17
                      ------------------
  12.1.               LIMITATION ON PARTICIPANTS' RIGHTS............. 17
  12.2.               STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.. 17
  12.3.               STATUS OF TRUST FUND........................... 17
  12.4.               UNIFORM ADMINISTRATION......................... 17
  12.5.               HEIRS AND SUCCESSORS........................... 17
  12.6.               EMPLOYER-OWNED LIFE INSURANCE.................. 17
</TABLE>
<PAGE>
 

                           RENTAL SERVICE CORPORATION
                             EXECUTIVE SAVINGS PLAN

                                    PREAMBLE
                                   ---------

        Rental Service Corporation (the "Employer") hereby adopts the Rental
Service Corporation Executive Savings Plan ("Plan"), effective April 1, 1998.

        The purpose of this Plan is to provide a select group of management or
highly compensated employees of the Company and certain of its affiliates with
the opportunity to defer a portion of their earnings.  As a result, the Plan
shall be considered to be a "top hat plan", exempt from many of the requirements
of the Employee  Retirement Income Security Act of 1974 ("ERISA").  This Plan is
not intended to "qualify" for favorable tax treatment pursuant to Section 401(a)
of the Internal Revenue Code of 1986 (the "Code") or any successor section or
statute.

        The provisions of the Plan, as set forth herein, shall apply only to a
Participant whose termination from employment occurs on or after the Effective
Date noted in Section 1.1.

                                   ARTICLE ONE
                                  ------------
                                 EFFECTIVE DATE
                                ---------------

1.1     EFFECTIVE DATE.
        -------------- 

        Except as otherwise specifically provided with respect to particular
provisions of the Plan, the provisions of this Plan shall be effective as of
April 1, 1998 (the "Effective Date").

                                   ARTICLE TWO
                                  ------------
                          DEFINITIONS AND CONSTRUCTION
                          ----------------------------

2.1     DEFINITIONS.
        ----------- 

        When a word or phrase shall appear in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or
phrase shall generally be a term defined in this Section 2.1, the Preamble, or
Section 1.1.

        (a) "AFFILIATE" - Any organization other than the Employer that is
             ---------                                                    
related to the Employer through stock ownership or otherwise that elects, with
the consent of the Employer, to adopt this Plan for the benefit of one or more
of its Employees.

        (b) "BENEFICIARY" - The person or persons designated to receive benefits
             -----------                                                        
under this Plan in the event of the Participant's death.
<PAGE>
 
        (c) "BOARD" - The Board of Directors of the Employer.
             -----                                           

        (d) "DISABILITY" - The injury or sickness of the Participant, such that
             ----------                                                        
he is unable to perform the substantial and material duties of his regular
occupation with the Employer (determined at the time of such Disability), and
which requires the Participant to be under the care of a licensed physician
(unless the Plan Administrator determines that a physician's care would be of no
further benefit to the Participant).  The Plan Administrator's determination of
Disability shall be conclusive and binding on all parties.

        (e) "EARNINGS" - All salary, bonuses and incentive compensation paid to
             --------                                                          
the Employee by the Employer in cash, including amounts deferred under the
Rental Service Corporation 401(k) Employee Savings Plan and under this Plan.
All other forms of compensation shall be disregarded for purposes of this Plan.

        (f) "EFFECTIVE DATE" - The Effective Date of this Plan is April 1, 1998,
             --------------                                                     
except as otherwise specifically provided with respect to particular provisions
of this Plan.

        (g) "EMPLOYEE" - Each person receiving remuneration, or who is entitled
             --------                                                          
to remuneration, for services rendered to the Employer in the legal relationship
of employer and employee and not in the relationship of a private contractor (or
who would be receiving or be entitled to remuneration were such person not on an
authorized leave of absence).

        (h) "EMPLOYER" - Rental Service Corporation, and each successor in
             --------                                                     
interest to the Employer resulting from merger, consolidation, or transfer of
substantially all of its assets that elects to continue this Plan.  Except as
otherwise clearly indicated by the context (such as in Sections 2.1(c)), the
term "Employer" as used herein shall include each Affiliate which has elected by
action of its board of directors, with the consent of the Board, to adopt this
Plan.  Each Affiliate adopting this Plan shall be deemed to have delegated to
the Board all authority to amend or terminate the Plan and to appoint and remove
the Plan Administrator and the Trustee.

        (i) "INTEREST RATE" - The rate of interest credited to the Participant
             -------------                                                    
Deferrals Account of the Participants  as announced by the Plan Administrator
from time to time.  The initial Interest Rate from the Effective Date through
March 31, 2003 shall be the greater of ten percent (10%) or the average long-
term bond rate, and thereafter the Interest Rate shall be the average long-term
bond rate.  For Plan Years beginning on or after April 1, 2000, the Plan
Administrator has the discretion to credit each Participant Deferrals Account
with a supplemental interest rate (i.e., a rate in excess of the Interest Rate),
                                   ----                                         
which rate will be in effect for a Plan Year only if it is communicated to
Participants prior to the beginning of a Plan Year.

        (j) "NORMAL RETIREMENT AGE" or "NORMAL RETIREMENT DATE" -The later of
             ---------------------      ----------------------               
the date on which a Participant attains age 55 and is credited with seven Years
of Service with the Employer or an Affiliate.

                                       2
<PAGE>
 
        (k) "PARTICIPANT" - An Employee who has satisfied the eligibility
             -----------                                                 
requirements specified in Section 3.1, who has elected to participate pursuant
to Section 3.2 and whose participation in the Plan has not been terminated.  If
so indicated by the context, the term Participant shall also include former
Participants whose active participation in the Plan has terminated but who have
not received all amounts to which they are entitled pursuant to the terms and
provisions of this Plan.

        (l) "PARTICIPANT DEFERRALS" - The deferrals directed by a Participant
             ---------------------                                           
pursuant to Section 4.1.

        (m) "PARTICIPANT DEFERRALS ACCOUNT" - The bookkeeping account
             -----------------------------                           
established pursuant to Section 6.1 to which are credited the Participant
Deferrals directed by a Participant and the investment experience thereon.

        (n) "PLAN" - The Rental Service Corporation Executive Savings Plan, as
             ----                                                             
set forth in this instrument, and as it may hereafter be amended.

        (o) "PLAN ADMINISTRATOR" - The individual, entity, or committee
             ------------------                                        
appointed to act as such pursuant to Section 9.1.

        (p) "PLAN YEAR" - A twelve (12) month period, commencing on each January
             ---------                                                          
1 and ending on each following December 31.  The first Plan Year, however, will
commence April 1, 1998 and end December 31, 1998.

        (q) "TRUST AGREEMENT" - The agreement entered into between the Employer
             ---------------                                                   
and the Trustee.

        (r) "TRUST FUND" - The fund established by the Employer pursuant to the
             ----------                                                        
terms of the Trust Agreement as may be established under this Plan.

        (s) "TRUSTEE" - The individual, individuals, or entity selected by the
             -------                                                          
Employer to act as such.  The Trustee shall acknowledge acceptance of its
appointment by the execution of the Trust Agreement or, in the case of a
successor Trustee, by the execution of an appropriate written instrument.  If
the Employer appoints two or more individuals or entities to act jointly as the
Trustee, the term "Trustee" shall refer collectively to all such individuals or
entities.

        (t) "VALUATION DATE" - The date or dates as of which the Participant
             --------------                                                 
Deferrals Accounts are adjusted to reflect the crediting of investment
experience, the addition of Participant Deferrals and the subtraction of
distributions.  The Valuation Date shall be the last day of a Plan Year and such
other dates designated by the Plan Administrator as Valuation Dates.

        (u) "YEAR OF SERVICE" - The Years of Service credited to the Participant
             ---------------                                                    
pursuant to the Rental Service Corporation 401(k) Employee Savings Plan, as it
may be amended from time to time.  Years of Service credited under the Rental
Service 

                                       3
<PAGE>
 
Corporation 401(k) Employee Savings Plan prior to the Effective Date shall be
counted as Years of Service under this Plan.

2.2     CONSTRUCTION.
        ------------ 

        The masculine gender, where appearing in the Plan, shall include the
feminine gender (and vice versa), and the singular shall include the plural,
unless the context clearly indicates to the contrary.  The term "delivered to
the Plan Administrator," as used in the Plan, shall include delivery to a person
or persons designated by the Plan Administrator for the disbursement and receipt
of administrative forms.  Headings and subheadings are for the purpose of
reference only and are not to be considered in the construction of this Plan.
If any provision of this Plan is determined to be for any reason invalid or
unenforceable, the remaining provisions shall continue in full force and effect.
All of the provisions of this Plan shall be construed and enforced according to
the laws of the State of Arizona and shall be administered according to the laws
of such state, except as otherwise required by the Act, the Code or other
Federal law.

                                  ARTICLE THREE
                                 --------------
                         ELIGIBILITY AND PARTICIPATION
                         -----------------------------

3.1     GENERAL.
        ------- 

        For purposes of Title I of ERISA, the Plan is intended to be an unfunded
plan of deferred compensation covering a select group of management or highly
compensated employees.  As a result, participation in the Plan shall be limited
to Employees who are properly included in one or both of these categories. The
Plan Administrator, in the exercise of its discretion,  may exclude an Employee
who otherwise meets the requirements of this Section 3.1 from participation in
the Plan if it concludes that the exclusion of that Employee is necessary in
order to satisfy these requirements.  The Plan Administrator also may exclude an
Employee who otherwise meets the requirements of this Section 3.1 for any other
reason, or for no reason, as the Plan Administrator deems to be appropriate.

3.2     APPLICATION TO PARTICIPATE.
        -------------------------- 

        Each Employee who is designated as eligible to participate in the Plan
by the Plan Administrator may become a Participant by completing and signing an
enrollment form provided by, or acceptable to, the Plan Administrator and
delivering the form to the Plan Administrator.  The Employee shall designate on
the form the amount of his Participant Deferrals and shall authorize the
reduction of his Earnings in an amount equal to his Participant Deferrals.

3.3     TIMING OF PARTICIPATION.
        ----------------------- 

        After an Employee has been selected by the Plan Administrator to
participate in the Plan, the Employee will have 30 days to notify the Plan
Administrator whether he will 

                                       4
<PAGE>
 
participate in the Plan. If the Employee timely notifies the Plan Administrator
of his intent to participate in the Plan, the Employee's participation will
commence the beginning of the first payroll period following or coinciding with
the first day of the calendar month after the Plan Administrator is so notified.
If the Employee does not timely notify the Plan Administrator of his intent to
participate in the Plan, the Employee may commence participation as of the first
payroll period following or coinciding with the first day of any later Plan Year
by notifying the Plan Administrator prior to the first day of such Plan Year and
provided further that the Plan Administrator determines that the Employee
remains eligible to participate in the Plan under Section 3.1.

3.4     DISCONTINUANCE OF PARTICIPATION.
        ------------------------------- 

        Once an Employee is designated as eligible to participate, he will
remain eligible to participate in the Plan unless the Plan Administrator
specifically discontinues his eligibility.  In the exercise of its discretion,
the Plan Administrator may elect to discontinue an Employee's participation in
the Plan at any time and for any or no reason.  If an Employee's participation
in the Plan is discontinued, the Employee will no longer be eligible to make
Participant Deferrals.  The Employee will not be entitled to receive a
distribution from his Participant Deferrals Account, however, until the
occurrence of one of the events listed in Sections 7.1 through 7.4, unless the
Plan Administrator, in its discretion, directs that a distribution be made at an
earlier date, in which case the Participant's Participant Deferrals Account will
be distributed on the same basis as if the Participant's employment had been
terminated.

                                  ARTICLE FOUR
                                 -------------
                             PARTICIPANT DEFERRALS
                             ---------------------

4.1     PARTICIPANT DEFERRALS.
        --------------------- 

        (a) ELECTION.  Each Participant may elect to make Participant Deferrals
            --------                                                           
during each Plan Year while he is a Participant.  The amount payable to the
Participant as his Earnings shall then be reduced by an amount equal to the
Participant Deferrals.  On the election form, the Participant may designate
different deferral percentages or amounts for different forms of Earnings (e.g.,
base salary as opposed to bonuses).  Participant Deferrals shall be directed in
a specified dollar amount or in whole percentage increments of the type of
Earnings to which the election relates.  Contributions of amounts deferred shall
be made by the Employer directly to the Trust.

        (b) LIMITATIONS AND MINIMUM.  A Participant shall not be permitted to
            -----------------------                                          
make annual Participant Deferrals during in Plan Year in excess of fifty percent
(50%) of his base salary and up to one hundred percent (100%) of any bonus or
incentive compensation that otherwise qualifies as Earnings during such Plan.
Year.  The Plan Administrator may adopt other limits on the amount of
Participant Deferrals in accordance with such uniform rules as it may adopt from
time to time.  The minimum dollar amount that a Participant is permitted to
defer under the Plan during a Plan Year is $10,000.

                                       5
<PAGE>
 
4.2     DESIGNATION AND CHANGE OF DESIGNATION OF PARTICIPANT DEFERRALS.
        -------------------------------------------------------------- 

        All designations or changes of designation of the amount of Participant
Deferrals to be elected shall be made on forms supplied by, or acceptable to,
the Plan Administrator, signed by the Participant and delivered to the Plan
Administrator.  A designation shall be effective as of the beginning of the
first payroll period following or coinciding with the first day of the next Plan
Year.  A payroll deduction designation form shall be effective for all future
Plan Years until it is succeeded by another valid payroll deduction designation
form or until the Participant's right to make Participant Deferrals is otherwise
suspended or terminated.

                                  ARTICLE FIVE
                                 -------------
        CREDITING OF CONTRIBUTIONS AND INVESTMENT EXPERIENCE
        ----------------------------------------------------

5.1     TRANSFER TO TRUSTEE.
        ------------------- 

        All Participant Deferrals shall be transmitted to the Trustee by the
Plan Administrator as soon as reasonably practicable and shall be credited to
the Participant Deferrals Account of the Participant immediately upon receipt.
All payments from a Participant Deferrals Account between Valuation Dates shall
be charged against the Participant Deferrals Account as of the preceding
Valuation Date.  The Participant Deferrals Accounts are bookkeeping accounts
only and the Plan Administrator is not in any way obligated to segregate assets
for the benefit of any Participant.

5.2     CREDITING OF INVESTMENT EXPERIENCE TO ACCOUNTS.  For each Valuation
        ----------------------------------------------                     
Date, the Plan Administrator shall credit interest at the Interest Rate
applicable for that Plan Year (or portion thereof) to each Participant Deferral
Account.  Interest will be credited on each Participant Deferral Account on a
uniform basis that reflects the timing of the deferral, withdrawals, and
distributions.  The amount of interest to be credited to the Participant
Deferrals Account shall be prorated in a uniform manner if the period of time
since the last Valuation Date is less than one year.

5.3     ACCELERATION OF BENEFITS.
        ------------------------ 

        (a) GENERAL.  A Participant may elect to receive an accelerated
            -------                                                    
withdrawal from his Participant Deferrals Account by filing an election with the
Plan Administrator on such forms as may be prescribed from time to time by the
Plan Administrator.  If a Participant makes such an election, the Participant
shall receive a single lump sum payment equal to 90% of the amount credited to
his Participant Deferrals Account.  For purposes of determining the amount to be
distributed, the Participant's Participant Deferrals Account shall be valued as
of the effective date of the withdrawal. The accelerated withdrawal shall be
paid as soon as reasonably possible following the effective date.

                                       6
<PAGE>
 
        (b) FORFEITURE.  A Participant shall forfeit the remaining 10% of his
            ----------                                                       
Participant Deferrals Account as of the day on which the accelerated withdrawal
is distributed to the Participant.

        (c) SUSPENSION OF PARTICIPATION.  If a Participant elects to receive an
            ---------------------------                                        
accelerated withdrawal, the Participant's right to make Participant Deferrals
shall be terminated and the Participant shall not be entitled to again
participate in the Plan.


5.4     LIMITATION ON DISTRIBUTIONS.
        --------------------------- 

        To the extent that any payment under this Article, when combined with
all other payments received during the year that are subject to the limitations
on deductibility under Section 162(m) of the Code, exceeds the limitations on
deductibility under Section 162(m) of the Code, such payment shall, in the
discretion of the Plan Administrator, be deferred to a later calendar year.
Such deferred amounts shall be paid in the next succeeding calendar year,
provided that such payment, when combined with any other payments subject to the
Section 162(m) limitations received during the year, does not exceed the
limitations on deductibility under Section 162(m) of the Code.

                                   ARTICLE SIX
                                  ------------
                                    VESTING
                                    -------

6.1     FULL VESTING.
        ------------ 

        Subject to the forfeiture provision of Section 5.3(b), each Participant
shall at all times be fully vested in all amounts credited to or allocable to
his Participant Deferrals Account and his rights and interest therein shall not
be forfeitable for any reason.

                                  ARTICLE SEVEN
                                 --------------
                            DISTRIBUTION OF BENEFITS
                            ------------------------

7.1     NORMAL AND LATE RETIREMENT.
        -------------------------- 

        A Participant shall be entitled to a distribution of amounts credited to
his Participant Deferrals Account, as provided in Section 7.5, upon actual
retirement as of or after his Normal Retirement Date.  A Participant may remain
in the employment of the Employer after his Normal Retirement Date, if he
desires, and shall retire at such later time as he may desire, unless the
Employer lawfully directs earlier retirement.

7.2     DISABILITY RETIREMENT.
        --------------------- 

        A Participant who separates from employment due to Disability shall be
entitled to a distribution of amounts credited to his Participant Deferrals
Account as provided in Section 7.5.  Subject to Section 7.5, the payments may
commence as of his date of separation of employment due to Disability.

                                       7
<PAGE>
 
7.3     DEATH.
        ----- 

        (a) BENEFIT.  In the event that a Participant (which term for purposes
            -------                                                           
of this Section includes former Participants) shall die prior to the day on
which his benefit payments commence, the Participant's Beneficiary shall be
entitled to distribution of amounts credited to the Participant's Participant
Deferrals Account at the time and in the manner provided in Section 7.5.

        (b) DEATH AFTER COMMENCEMENT OF BENEFITS.  In the event that a former
            ------------------------------------                             
Participant shall die after the day on which his benefit payments commence, but
prior to the complete distribution of all amounts to which such Participant is
entitled under the provisions of this ARTICLE SEVEN, the Participant's
Beneficiary shall be entitled to receive any remaining amounts to which the
Participant would have been entitled had the Participant survived at the time
and in the manner provided in Section 7.5.  The Plan Administrator may require
and rely upon such proofs of death and the right of any Beneficiary to receive
benefits pursuant to this Section 7.3 as the Plan Administrator may reasonably
determine, and its determination of death and the right of such Beneficiary to
receive payment shall be binding and conclusive upon all persons whomsoever.

7.4     OTHER TERMINATION OF EMPLOYMENT.
        ------------------------------- 

        A Participant who separates from employment for any reason other than
after attaining Normal Retirement Age, death, or Disability shall be entitled to
distribution of amounts credited to his Participant Deferrals Account at the
time and in the manner provided in Section 7.5.  In the exercise of its
discretion, the Plan Administrator may also elect to commence distributions
while the Participant is employed if the Participant's participation has been
discontinued pursuant to Section 3.4.

7.5     TIME AND METHOD OF DISTRIBUTION OF BENEFITS.
        ------------------------------------------- 

        (a) RETIREMENT.  Payment to a Participant who is entitled to benefits
            ----------                                                       
under Section 7.1 normally shall commence within a reasonable time following the
Valuation Date next following the Participant's termination of employment.  Such
distributions shall be paid in 15 substantially equal annual installments and
the remaining balance in the Participant's Participant Deferrals Account shall
continue to be credited with interest at the applicable Interest Rate.

        (b) DISABILITY.  Payment to a Participant who is entitled to benefits
            ----------                                                       
under Section 7.1 shall commence as soon as possible after the Valuation Date
next following the Participant's termination of employment due to a Disability.
Such distribution shall be paid in a single lump sum.

        (c) DEATH AFTER COMMENCEMENT OF PAYMENTS.  In the event of the death of
            ------------------------------------                               
a Participant after the day on which his benefit payments commence but prior to
the complete distribution to such Participant of the benefits payable to him
under the Plan, any remaining benefits shall be distributed to the Participant's
Beneficiary in a single 

                                       8
<PAGE>
 
lump sum. Payments to the Beneficiaries entitled to payments pursuant to Section
7.3 shall commence as soon as possible following the death of the Participant.

        (d) DEATH PRIOR TO COMMENCEMENT OF BENEFITS.  In the event of the death
            ---------------------------------------                            
of the Participant prior to the day on which his benefit payments commence,
payments to the Participant's Beneficiary shall commence as soon as possible
following the Participant's death.  Such distribution shall be paid in a single
lump sum.

        (e) TERMINATION.  Payment to a Participant who is entitled to benefits
            -----------                                                       
under Section 7.4 shall commence within a reasonable time following the
Valuation Date next following the Participant's attaining age 62.  Such
distribution shall be paid in 15 substantially equal annual installments and the
remaining balance in the Participant's Participant Deferrals Account shall
continue to be credited with interest at the applicable Interest Rate.

7.6     DESIGNATION OF BENEFICIARY.
        -------------------------- 

        Each Participant shall have the right to designate, on forms supplied
by, or acceptable to, and delivered to the Plan Administrator, a Beneficiary or
Beneficiaries to receive his benefits hereunder in the event of the
Participant's death.  For each Participant who is married, his Beneficiary shall
be deemed to be his spouse, unless the Participant's spouse consents to the
Participant's Beneficiary designation to the contrary.  Such consent must be in
writing, must acknowledge the effect of the beneficiary designation and the
spouse's consent thereto.  Subject to the foregoing, each Participant may change
his Beneficiary designation from time to time in the manner described above.
Upon receipt of such designation by the Plan Administrator, such designation or
change of designation shall become effective as of the date of the notice,
whether or not the Participant is living at the time the notice is received.
There shall be no liability on the part of the Employer, the Plan Administrator
or the Trustee with respect to any payment authorized by the Plan Administrator
in accordance with the most recent valid Beneficiary designation of the
Participant in its possession before receipt of a more recent and valid
Beneficiary designation.  If no designated Beneficiary is living when benefits
become payable, or if there is no designated Beneficiary, the Beneficiary shall
be the Participant's spouse; or if no spouse is then living, such Participant's
issue, including any legally adopted child or children, in equal shares by right
of representation; or if no such designated Beneficiary and no such spouse or
issue, including any legally adopted child or children, is living upon the death
of a Participant, or if all such persons die prior to the full distribution of
such Participant's benefits, then the Beneficiary shall be the estate of the
Participant.

7.7     PAYMENTS TO DISABLED.
        -------------------- 

        If a person entitled to any payment hereunder shall be under a legal
disability, or in the sole judgment of the Plan Administrator shall otherwise be
unable to apply such payment to his own interest and advantage, the Plan
Administrator in the exercise of its discretion may make any such payment in any
one or more of the following ways: (a) directly to such person, (b) to his legal
guardian or conservator, or (c) to his spouse or to 

                                       9
<PAGE>
 
any person charged with the legal duty of his support, to be expended for his
benefit. The decision of the Plan Administrator shall in each case be final and
binding upon all persons in interest.

7.8     UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.
        --------------------------------------- 

        In the event that, through misstatement or computation error, benefits
are underpaid or overpaid, there shall be no liability for any more than the
correct benefit sums under the Plan.  Overpayments may be deducted from future
payments under the Plan, and underpayments may be added to future payments under
the Plan.  In lieu of receiving reduced benefits under the Plan, a Participant
or beneficiary may elect to make a lump sum repayment of any overpayment.

                                  ARTICLE EIGHT
                                 --------------
                           INALIENABILITY OF BENEFITS
                           --------------------------

8.1     NO ASSIGNMENT PERMITTED.
        ----------------------- 

        (a) GENERAL PROHIBITION.  No Participant or Beneficiary, and no creditor
            -------------------                                                 
of a Participant or Beneficiary, shall have any right to assign, pledge,
hypothecate, anticipate, or in any way create a lien upon the Plan or the Trust
Fund.  All payments to be made to Participants or their Beneficiaries shall be
made only upon their personal receipt or endorsement, except as provided in
Section 7.6, and no interest in the Plan or the Trust Fund shall be subject to
assignment or transfer or otherwise be alienable, either by voluntary or
involuntary act or by operation of law or equity, or subject to attachment,
execution, garnishment, sequestration, levy, or other seizure under any legal,
equitable or other process, or be liable in any way for the debts or defaults of
Participants and Beneficiaries.

        (b) PERMITTED ARRANGEMENTS.  This Section shall not preclude
            ----------------------                                  
arrangements for the withholding of taxes from benefit payments, arrangements
for the recovery of benefit overpayments, arrangements for the transfer of
benefit rights to another plan, or arrangements for direct deposit of benefit
payments to an account in a bank, savings and loan association or credit union
(provided that such arrangement is not part of an arrangement constituting an
assignment or alienation).  Additionally, this Section shall not preclude
arrangements for the distribution of the benefits of a Participant or
Beneficiary pursuant to the terms and provisions of a "qualified domestic
relations order" in accordance with the following provisions of this ARTICLE
EIGHT.

8.2     QUALIFIED DOMESTIC RELATIONS ORDERS.
        ----------------------------------- 

        A "qualified domestic relations order" is an order described in Section
206(d)(3) of the Employee Retirement Income Security Act of 1974 (the "Act")
that permits distribution of benefits in a distribution mode provided under the
Plan, does not require payment of increased benefits and does not require
payment of benefits allocated to a different alternate payee under a prior
qualified domestic relations order.

                                       10
<PAGE>
 
8.3     PROCESSING QUALIFIED DOMESTIC RELATIONS ORDERS.
        ---------------------------------------------- 

        (a) NOTICE.  All decisions and determinations with respect to a domestic
            ------                                                              
relations order, including whether such order is a qualified domestic relations
order within the meaning of Section 206(d)(3) of the Act, shall be made by the
Plan Administrator within a reasonable time following its receipt of such order
and in accordance with such uniform and nondiscriminatory rules and procedures
as may be adopted by the Plan Administrator. Upon receipt of a domestic
relations order, the Plan Administrator shall notify the Participant or
Beneficiary whose benefits may be affected by such order of its receipt of such
order.  The Plan Administrator shall also advise the Participant or Beneficiary
and the alternate payee named in the order of its rules and procedures relating
to the determination of the qualified status of such order.

        (b) RETENTION OF PAYMENTS.  If payment of benefits to the Participant or
            ---------------------                                               
Beneficiary has commenced at the time a domestic relations order is received by
the Plan Administrator or benefits become payable after receipt of such order,
the Plan Administrator shall segregate and hold the amounts which would be
payable to the alternate payee under the order if such order is ultimately
determined to be a qualified domestic relations order.  If the Plan
Administrator determines that the order is a qualified domestic relations order
within eighteen (18) months of the segregation of benefits payable to the
alternate payee under such order, the Plan Administrator shall pay the
segregated amounts (plus any earnings thereon) as well as such future amounts as
may be specified in such order to the alternate payee.  If the Plan
Administrator determines that the order is not a qualified domestic relations
order or is unable to determine whether such order is a qualified domestic
relations order within the eighteen (18) month period following the segregation
of benefits, the Plan Administrator shall pay the segregated amounts (plus any
earnings thereon) to the Participant or Beneficiary.  A determination by the
Plan Administrator after the close of such eighteen (18) month period that the
order is a qualified domestic relations order shall be applied prospectively.
All determinations of the Plan Administrator hereunder with respect to the
status of an order as a qualified domestic relations order shall be binding and
conclusive on all interested parties, subject to the provisions of Section 9.4.

                                  ARTICLE NINE
                                 -------------
                                 ADMINISTRATION
                                 --------------

9.1     PLAN ADMINISTRATOR.
        ------------------ 

        The Employer shall be the Plan Administrator, but it may delegate its
duties as such to a committee appointed in accordance with Section 9.5.

9.2     ALLOCATION OF FIDUCIARY RESPONSIBILITY.
        -------------------------------------- 

        The Plan Administrator is the named fiduciary with respect to the
administration of the Plan.  It shall not be responsible for any fiduciary
functions or other duties assigned to the Trustee pursuant to this Plan or the
Trust Agreement.

                                       11
<PAGE>
 
9.3     POWERS OF THE PLAN ADMINISTRATOR.
        -------------------------------- 

        (a) GENERAL POWERS.  The Plan Administrator shall have the power and
            --------------                                                  
discretion to perform the administrative duties described in this Plan or
required for proper administration of the Plan and shall have all powers
necessary to enable it to properly carry out such duties.  Without limiting the
generality of the foregoing, the Plan Administrator shall have the power and
discretion to construe and interpret this Plan, to hear and resolve claims
relating to this Plan, and to decide all questions and disputes arising under
this Plan.  The Plan Administrator shall determine, in its discretion, the
service credited to the Employees, the status and rights of a Participant, and
the identity of the Beneficiary or Beneficiaries entitled to receive any
benefits payable hereunder on account of the death of a Participant.

        (b) BENEFIT PAYMENTS.  Except as is otherwise provided hereunder, the
            ----------------                                                 
Plan Administrator shall determine the manner and time of payment of benefits
under this Plan.  All benefit disbursements by the Trustee shall be made upon
the instructions of the Plan Administrator.

        (c) DECISIONS FINAL.  The decision of the Plan Administrator upon all
            ---------------                                                  
matters within the scope of its authority shall be binding and conclusive upon
all persons.

        (d) REPORTING AND DISCLOSURE.  The Plan Administrator shall file all
            ------------------------                                        
reports and forms lawfully required to be filed by the Plan Administrator with
any governmental agency or department, federal or state, and shall distribute
any forms, reports, statements or plan descriptions lawfully required to be
distributed to Participants and others by any governmental agency or department,
federal or state.

9.4     CLAIMS.
        ------ 

        (a) FILING OF CLAIM.  A Participant or Beneficiary entitled to benefits
            ---------------                                                    
need not file a written claim to receive benefits.  If an Employee, Participant,
Beneficiary, or any other person is dissatisfied with the determination of his
benefits, eligibility, participation, or any other right or interest under this
Plan, such person may file a written statement setting forth the basis of the
claim with the Plan Administrator in a manner prescribed by the Plan
Administrator.  In connection with the determination of a claim, or in
connection with review of a denied claim, the claimant may examine this Plan and
any other pertinent documents generally available to Participants relating to
the claim and may submit comments in writing.

        (b) NOTICE OF DECISION.  A written notice of the disposition of any such
            ------------------                                                  
claim shall be furnished to the claimant within thirty (30) days after the claim
is filed with the Plan Administrator, provided that the Plan Administrator may
have an additional period to decide the claim if it advises the claimant in
writing of the need for an extension and the date on which it expects to decide
the claim.  The notice of disposition of a claim shall refer, if appropriate, to
pertinent provisions of this Plan, shall set forth in writing the reasons for
denial of the claim if the claim is denied (including references to any
pertinent 

                                       12
<PAGE>
 
provisions of this Plan), and where appropriate shall explain how the claimant
can perfect the claim.

        (c) REVIEW.  If the claim is denied, in whole or in part, the claimant
            ------                                                            
shall also be notified in writing that a review procedure is available.
Thereafter, within ninety (90) days after receiving the written notice of the
Plan Administrator's disposition of the claim, the claimant may request in
writing, and shall be entitled to, a review meeting with the Plan Administrator
to present reasons why the claim should be allowed.  The claimant shall be
entitled to be represented by counsel at the review meeting.  The claimant also
may submit a written statement of his claim and the reasons for granting the
claim.  Such statement may be submitted in addition to, or in lieu of, the
review meeting with the Plan Administrator.  The Plan Administrator shall have
the right to request of and receive from a claimant such additional information,
documents, or other evidence as the Plan Administrator may reasonably require.
If the claimant does not request a review meeting within ninety (90) days after
receiving written notice of the Plan Administrator's disposition of the claim,
the claimant shall be deemed to have accepted the Plan Administrator's written
disposition, unless the claimant shall have been physically or mentally
incapacitated so as to be unable to request review within the ninety (90) day
period.

        (d) DECISION FOLLOWING REVIEW.  A decision on review shall be rendered
            -------------------------                                         
in writing by the Plan Administrator ordinarily not later than sixty (60) days
after review, and a written copy of such decision shall be delivered to the
claimant.  If special circumstances require an extension of the ordinary period,
the Plan Administrator shall so notify the claimant.  In any event, if a claim
is not determined within one hundred twenty (120) days after submission for
review, it shall be deemed to be denied.

        (e) DECISIONS FINAL; PROCEDURES MANDATORY.  To the extent permitted by
            -------------------------------------                             
law, a decision on review by the Plan Administrator shall be binding and
conclusive upon all persons whomsoever.  To the extent permitted by law,
completion of the claims procedures described in this Section shall be a
mandatory precondition that must be complied with prior to commencement of a
legal or equitable action in connection with the Plan by a person claiming
rights under the Plan or by another person claiming rights through such a
person.  The Plan Administrator may, in its sole discretion, waive these
procedures as a mandatory precondition to such an action.

9.5     CREATION OF COMMITTEE.
        --------------------- 

        The Employer may appoint a committee to perform its duties as Plan
Administrator by the adoption of appropriate Board resolutions.  The committee
shall consist of at least two (2) members, and they shall hold office during the
pleasure of the Board.  The committee members shall serve without compensation
but shall be reimbursed for all expenses by the Employer.  The committee shall
conduct itself in accordance with the provisions of this ARTICLE NINE.  The
members of the committee may resign with thirty (30) days notice in writing to
the Employer and may be removed immediately at any time by written notice from
the Employer.  Unless otherwise provided pursuant to this 

                                       13
<PAGE>
 
SECTION 9.5, the Employer hereby appoints the Compensation Committee of the
Board to act as Plan Administrator.

9.6     CHAIRMAN AND SECRETARY.
        ---------------------- 

        The committee may elect a chairman from among its members and may select
a secretary who is not required to be a member of the committee and who may be
authorized to execute any document or documents on behalf of the committee.  The
secretary of the committee or his designee shall record all acts and
determinations of the committee and shall preserve and retain custody of all
such records, together with such other documents as may be necessary for the
administration of this Plan or as may be required by law.

9.7     APPOINTMENT OF AGENTS.
        --------------------- 

        The committee may appoint such other agents, who need not be members of
the committee, as it may deem necessary for the effective performance of its
duties, whether ministerial or discretionary, as the committee may deem
expedient or appropriate. The compensation of any agents who are not Employees
of the Employer shall be fixed by the committee within any limitations set by
the Board.

9.8     MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.
        ------------------------------------------ 

        In all matters, questions, and decisions, the action of the committee
shall be determined by a majority vote of its members.  They may meet informally
or take any ordinary action without the necessity of meeting as a group.  All
instruments executed by the committee shall be executed by a majority of its
members or by any member of the committee designated to act on its behalf.

9.9     ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE MEMBERS.
        ------------------------------------------------------ 

        The committee may allocate responsibilities among its members or
designate other persons to act on its behalf.  Any allocation or designation,
however, must be set forth in writing and must be retained in the permanent
records of the committee.

9.10    CONFLICT OF INTEREST.
        -------------------- 

        No member of the committee who is a Participant shall take any part in
any action in connection with his participation as an individual.  Such action
shall be voted or decided by the remaining members of the committee.

9.11    OTHER FIDUCIARY CAPACITIES.
        -------------------------- 

        The members of the committee may also serve in any other fiduciary
capacity, and, specifically, all or some members of the committee may serve as
Trustee. Notwithstanding any other provision of this Plan, if and so long as any
two (2) members of 

                                       14
<PAGE>
 
the committee also serve as Trustee, any provision of this Plan or the Trust
Agreement which requires a direction, certification, notification, or other
communication from the Plan Administrator to the Trustee shall be inapplicable.
If and so long as any two (2) members of the committee also serve as Trustee,
any action taken by either the committee or the Trustee shall be deemed to be
taken by the appropriate party.

                                   ARTICLE TEN
                                  ------------
                            SCOPE OF RESPONSIBILITY
                            -----------------------

10.1    SCOPE OF RESPONSIBILITY.
        ----------------------- 

        (a) GENERAL.  The Employer, the Plan Administrator and the Trustee shall
            -------                                                             
perform the duties respectively assigned to them under this Plan and the Trust
Agreement and shall not be responsible for performing duties assigned to others
under the terms and provisions of this Plan or the Trust Agreement.  No
inference of approval or disapproval is to be made from the inaction of any
party described above or the employee or agent of any of them with regard to the
action of any other such party.  Persons, organizations, or corporations acting
in a position of any fiduciary responsibility with respect to the Plan or the
Trust Fund may serve in more than one fiduciary capacity.

        (b) ADVISORS.  The Employer, the Plan Administrator, and the Trustee
            --------                                                        
shall have authority to employ advisors, legal counsel, and accountants in
connection with the administration of the Plan and the Trust Fund, as set forth
in the Trust Agreement.  To the extent permitted by applicable law, the
Employer, the Plan Administrator, and the Trustee shall not be liable for
complying with the directions of any advisors, legal counsel, or accountants
appointed pursuant to this Plan or the Trust Agreement.

        (c) INDEMNIFICATION.  To the extent permitted by law, the Employer shall
            ---------------                                                     
and does hereby jointly and severally indemnify and agree to hold harmless its
employees, officers, and directors who serve in fiduciary capacities with
respect to the Plan and the Trust Agreement from all loss, damage, or liability,
joint or several, including payment of expenses in connection with defense
against any such claim, for their acts, omissions, and conduct, and for the
acts, omissions, and conduct of their duly appointed agents, which acts,
omissions, or conduct constitute or are alleged to constitute a breach of such
individual's fiduciary or other responsibilities under the Act or any other law,
except for those acts, omissions, or conduct resulting from his own willful
misconduct, willful failure to act, or gross negligence; provided, however, that
if any party would otherwise be entitled to indemnification hereunder in respect
of any liability and such party shall be insured against loss as a result of
such liability by any insurance contract or contracts, such party shall be
entitled to indemnification hereunder only to the extent by which the amount of
such liability shall exceed the amount thereof payable under such insurance
contract or contracts.

                                       15
<PAGE>
 
                                 ARTICLE ELEVEN
                                ---------------
                       AMENDMENT, MERGER AND TERMINATION
                       ---------------------------------

11.1    AMENDMENT.
        --------- 

        The Employer shall have the right at any time, by an instrument in
writing duly executed, acknowledged and delivered to the Plan Administrator and
the Trustee, to modify, alter or amend this Plan, in whole or in part,
prospectively or retroactively; provided, however, that the duties and
liabilities of the Plan Administrator and the Trustee hereunder shall not be
substantially increased without their written consent; and provided further that
the amendment shall not reduce any Participant's interest in the Plan,
calculated as of the date on which the amendment is adopted.  If the Plan is
amended by the Board after it is adopted by an Affiliate, unless otherwise
expressly provided, it shall be treated as so amended by such Affiliate without
the necessity of any action on the part of the Affiliate.

11.2    MERGER OR CONSOLIDATION OF EMPLOYER.
        ----------------------------------- 

        The Plan shall not be automatically terminated by the Employer's
acquisition by or merger into any other employer, but the Plan shall be
continued after such acquisition or merger if the successor employer elects and
agrees to continue the Plan and to become a party to the Trust Agreement.  All
rights to amend, modify, suspend, or terminate the Plan shall be transferred to
the successor employer, effective as of the date of the merger and provided
specifically that the successor employer shall not have the right to amend the
Plan to reduce any Participant's interest in the Plan, calculated as of the date
on which any amendment is adopted.

11.3    TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.
        ------------------------------------------------------ 

        It is the expectation of the Employer that this Plan and the payment of
contributions hereunder will be continued indefinitely.  However, continuance of
the Plan is not assumed as a contractual obligation of the Employer, and the
right is reserved at any time to terminate this Plan or to reduce, temporarily
suspend, or discontinue contributions hereunder, provided that any such
termination, reduction, suspension, or discontinuance of contributions shall not
reduce any Participant's interest in the Plan, calculated as of the date such
action is taken.

11.4    LIMITATION OF EMPLOYER LIABILITY.
        -------------------------------- 

        The adoption of this Plan is strictly a voluntary undertaking on the
part of the Employer and shall not be deemed to constitute a contract between
the Employer and any Employee or Participant or to be consideration for, an
inducement to, or a condition of the employment of any Employee.  A Participant,
Employee, or Beneficiary shall not have any right to retirement or other
benefits except to the extent provided herein.

                                       16
<PAGE>
 
                                 ARTICLE TWELVE
                                ---------------
                               GENERAL PROVISIONS
                               ------------------

12.1    LIMITATION ON PARTICIPANTS' RIGHTS.
        ---------------------------------- 

        Participation in the Plan shall not give any Employee the right to be
retained in the Employer's employ or any right or interest under the Plan or in
the Trust Fund other than as herein provided.  The Employer reserves the right
to dismiss any Employee without any liability for any claim either under the
Plan or against the Trust Fund, except to the extent herein provided, or against
the Employer.

12.2    STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.
        --------------------------------------------- 

        All benefits under the Plan shall be unsecured obligations of the
Employer and, except for the assets placed in the Trust Fund as provided in this
Plan, no assets of the Employer will be segregated from the general assets of
the Employer for the payment of benefits under this Plan.  To the extent that
any person acquires the right to receive payments under this Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Company.

12.3    STATUS OF TRUST FUND.
        -------------------- 

        The Trust Fund is being established to assist the Employer in meeting
its obligations to the Participants and to provide the Participants with a
measure of protection in certain limited instances.  In certain circumstances
described in the Trust Agreement, the assets of the Trust Fund will be used for
the benefit of the Employer's creditors. Benefit payments due under this Plan
shall either be paid from the Trust Fund or from the Employer's general assets
as directed by the Employer.

12.4    UNIFORM ADMINISTRATION.
        ---------------------- 

        Whenever in the administration of the Plan any action is required by the
Plan Administrator, such action shall be uniform in nature as applied to all
persons similarly situated.

12.5    HEIRS AND SUCCESSORS.
        -------------------- 

        All of the provisions of this Plan shall be binding upon all persons who
shall be entitled to any benefits hereunder, and their heirs and legal
representatives.

12.6    EMPLOYER-OWNED LIFE INSURANCE.
        ----------------------------- 

        (a) EMPLOYER OWNS ALL RIGHTS.  In the event that, in its discretion, the
            ------------------------                                            
Employer purchases a life insurance policy or policies insuring the life of any
Participant to allow the Employer to informally finance and/or recover, in whole
or in part, the cost of providing benefits under this Plan, neither the
Participant nor any Beneficiary 

                                       17
<PAGE>
 
shall have any rights whatsoever in such policy or policies. The Employer shall
be the sole owner and beneficiary of any such policy or policies and shall
possess and may exercise all incidents of ownership, except in the event that
the Employer establishes and transfers such policy or policies to the Trust
Fund.

        (b) PARTICIPANT COOPERATION.  If the Employer decides to purchase a life
            -----------------------                                             
insurance policy or policies on any Participant, the Employer will so notify
each Participant.  Each Participant shall  consent to being insured for the
benefit of the Employer and shall take whatever actions may be necessary to
enable the Employer to timely apply for and acquire such life insurance and to
fulfil the requirements of the insurance carrier relative to the issuance
thereof as a condition of eligibility to participate in the Plan.

        IN WITNESS WHEREOF, the Employer has caused this Plan to be executed by
its duly authorized representative effective this 1st day of April, 1998.

                               RENTAL SERVICE CORPORATION



                               By /s/ David B. Harrington
                                 ------------------------
                               Its Senior Vice President of Human Resources
                                  -----------------------------------------

                                       18