Exhibit
10.6


[OFFICER
NAME]


AMENDMENT
TO EMPLOYMENT AGREEMENT


          WHEREAS,
 ­          
           (“Executive”) and
United Rentals, Inc. (the “Company”) previously entered into an employment
agreement (the “Agreement”) dated            
         ;
and 


          WHEREAS, Executive and the Company desire
to amend the Agreement in an attempt to have certain payments provided for
thereunder be exempt from or to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”) which governs nonqualified
deferred compensation, and to make certain other revisions.


          NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth below, Executive and the Company
hereby amend the Agreement as follows:


	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Section 4(g)(iii) of the Agreement is amended in its
  entirety to read as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Severance Pay to be made under Sections
  4(e)(iii) or 4(f)(iv) shall be paid at the times Executive’s Base Salary
  would have been paid had Executive’s employment not terminated, provided,
  however, that the first payment shall be on the payday coinciding with or
  next following the sixtieth (60th) day after the date of
  termination, and such first payment shall be equal to the amounts that would
  have been paid had payments begun immediately after the date of
  termination.  Notwithstanding the
  foregoing, if necessary to comply with Section 409A(a)(2)(B)(i) of 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 Severance Pay 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
  one-year period, payment of the Severance Pay shall be made at the times
  Executive’s Base Salary would have been paid had Executive’s employment not
  terminated.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Section 4(j) of the Agreement is amended by adding the
  following to the end thereof:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company shall provide Executive with the
  proposed form of such release no later than seven (7) days following the date
  of termination, and Executive shall execute such release no later than
  fifty-two (52) days after the date of termination.

  









          IN WITNESS
WHEREOF, this amendment to the Agreement has been duly executed by
each of the parties hereto with immediate effect.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED
  RENTALS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  



  	
   

  	
   

  	
  



  
	
   

  	
  Michael J. Kneeland

  	
   

  	
   

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted
  and Agreed:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  



  	
   

  	
   

  	
  



  
	
   

  	
  [Name of Executive]