Item 8.01. Other Events.

On December 16, 2008, the Board of Directors of United Rentals, Inc. (the "Company"), based on the recommendation and approval of its Compensation Committee, approved the amendment and restatement of the following Company benefit plans in order to address, before year-end, the documentation requirements of Section 409A of the Internal Revenue Code ("Section 409A"):

(1) Deferred Compensation Plan
(2) Deferred Compensation Plan for Directors
(3) Restricted Stock Unit Deferral Plan
(4) Annual Incentive Compensation Plan
(5) Long-Term Incentive Plan

These plans, as amended and restated, are attached hereto as Exhibits 10.1 through 10.5, respectively.

The amendments primarily clarify and modify the dates on which certain types of benefits are provided, in order to comply with Section 409A. Where applicable, the amendments require that payments due to a "specified employee" (as such term is defined under Section 409A) upon separation from service must be delayed until the earlier of death or the expiration of a period of six months, among other revisions made to comply with Section 409A. In addition, the Deferred Compensation Plan for Directors was amended to eliminate the ability of directors to have deferred fees credited and receive 120% of their value as restricted stock units vesting over time.

In addition, on December 19, 2008, the Compensation Committee of the Board of Directors of the Company approved a form of amendment for the employment agreements of its executive officers, also to address the documentation requirements of Section 409A. The form of amendment (which will vary slightly from officer to officer depending upon the specific wording and section numbering of their agreements) is attached hereto as Exhibit 10.6. It primarily sets a fixed date for the commencement of any required severance payments and timing parameters for the execution of a release where required.

None of the foregoing amendments results in an increase in benefits for any plan participants or covered executives.

The foregoing description of amendments is qualified in its entirety by reference to the plans (and form of amendment) themselves, which are filed herewith as Exhibits 10.1 through 10.6.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Deferred Compensation Plan
10.2 Deferred Compensation Plan for Directors
10.3 Restricted Stock Unit Deferral Plan
10.4 Annual Incentive Compensation Plan
10.5 Long-Term Incentive Plan
10.6 Form of Amendment to Executive Officer Employment Agreement

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