Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers. On March 13, 2009, the Company, with the approval of the Compensation Committee of its Board of Directors, entered into an amendment to Michael J. Kneeland's employment agreement as the Company's President and Chief Executive Officer, replacing the Restricted Stock Unit grant in Section 3.2(c) thereof with an estimated equivalent-value grant of stock options so as to align the form of grant with the form of long-term incentive awards being given in 2009 to the Company's other officers and employees. The amendment provides for an award to Mr. Kneeland, effective March 13, 2009, of 160,000 stock options in accordance with and subject to the United Rentals, Inc. 2001 Comprehensive Stock Plan, as it may be amended from time to time. The foregoing description of the amendment is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendments to Articles of Incorporation. Certificate of Elimination
On March 16, 2009, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate from the Company's Amended and Restated Certificate of Incorporation all matters set forth in the Certificates of Designations with respect to its Perpetual Convertible Preferred Stock, Series A, par value $.01 per share (the "Series A Preferred Stock"), Perpetual Convertible Preferred Stock, Series B, par value $.01 per share (the "Series B Preferred Stock"), Perpetual Convertible Preferred Stock, Series C, par value $.01 per share (the "Series C Preferred Stock") and Perpetual Convertible Preferred Stock, Series D, par value $.01 per share (the "Series D Preferred Stock"). The Certificate of Elimination eliminated the previous designation of 300,000 shares of Series A Preferred Stock, none of which were outstanding at the time of filing, the previous designation of 500,000 shares of Series B Preferred Stock, none of which were outstanding at the time of filing, the previous designation of 300,000 shares of Series C Preferred Stock, none of which were outstanding at the time of filing, and the previous designation of 500,000 shares of Series D Preferred Stock, none of which were outstanding at the time of filing. Upon their retirement, pursuant to Delaware law, such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock resumed their status as authorized and unissued shares of undesignated preferred stock of the Company. The filing of the Certificate of Elimination had the effect of amending the Company's Amended and Restated Certificate of Incorporation.
Restated Certificate of Incorporation
On March 16, 2009, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, integrating into a single instrument all of the provisions of the Amended and Restated Certificate of Incorporation which were then in effect, including those that were operative as a result of having previously been filed with the Secretary of State of the State of Delaware as

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Certificates of Amendment to the Amended and Restated Certificate of Incorporation. The Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Amended and Restated Certificate of Incorporation as theretofore amended.
A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits.

3.1 Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 10.1 Third Amendment, dated March 13, 2009, to the Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland

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