and a Senior Partnersenior partner of Magnetar Capital Partners LLC,LP, a multi-strategy hedge fund firm, since July 2006. Prior to that, Mr. Gross was one of the founding partners in 1990 of Apollo Advisors, L.P., which, together with its affiliates, acts as the managing general partner of several private securities funds. Mr. Gross also previously served as chief executive officer of Apollo Investment Corporation, a closed-end investment company of which he is a founder, from January 2004 to February 2006, and as president and chairman of the Boardboard of Directorsdirectors of Apollo Investment Corporation until July 2006. Mr. Gross is chairman of the Boardboard of Directorsdirectors and chief executive officer of Marathon Acquisition Corp. and of Solar Capital, LLC, as well as a director of Saks Incorporated, Alternative Asset Management and Jarden Corporation. He is also a founding member and serves on the Executive Committee of the Youth Renewal Fund, is the chairman of the Boardboard of the Mt. Sinai Children’s Center Foundation, serves as a trustee of the Trinity School and is a member of the corporate advisory board for the University of Michigan Business School.

Leon D. Black became a director of the Company in January 1999. Mr. Black is one of the founding principals of Apollo Advisors, L.P. (which was established in August 1990 and which, together with its affiliates, acts as the managing general partner of several private securities investment funds) and Apollo Real Estate Advisors, L.P. (which, together with its affiliates, acts as the managing general partner of several real estate investment funds). Prior to that, since 1977, Mr. Black worked at Drexel Burnham Lambert Incorporated, where he served as managing director, head of the Mergers & Acquisitions Group and co-head of the Corporate Finance Department. Mr. Black is also a director of Sirius Satellite Radio Inc. and the general partner of AP Alternative Assets. He serves as a trustee of The Museum of Modern Art, Mount Sinai Hospital, The Metropolitan Museum of Art, Prep for Prep, The Asia Society and Dartmouth College. He is also a member of The Council on Foreign Relations, The Partnership for New York City and the National Advisory Board of JPMorganChase. Mr. Black is also a member of the boards of Faster Cures and the Port Authority Task Force.

Jenne K. Britell, Ph.D. became a director of the Company in December 2006. Dr. Britell has been chairman and chief executive officer of Structured Ventures, Inc., advisors on financial services and product strategy to private equityU.S. and venture capital firms,foreign companies, since 2001. She is also a director of Crown Holdings, Inc., Quest Diagnostics, Inc., West Pharmaceutical Services, Inc. and the U.S. – Russia Investment Fund. From 1996 to 2000, Dr. Britell was a senior executive of GE Capital, the Financial Services subsidiary of General Electric. At GE Capital, she most recently served as the executive vice president of Global Consumer Finance and president of Global Commercial and Mortgage Banking. From January 1998 to July 1999, she was president and Chief Executive Officerchief executive officer of GE Capital, Central and Eastern Europe, based in Vienna. Before joining GE Capital, she held significant management positions with Dime Bancorp, Inc., HomePower, Inc., Citicorp and Republic New York Corporation. Earlier, she was the founding

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chairman and chief executive officer of the Polish-American Mortgage Bank in Warsaw, Poland. Dr. Britell is also a sustaining trustee of the Fox Chase Cancer Center and is involved in other not-for-profit organizations.

Howard L. Clark, Jr. became a director of the Company in April 2004. Mr. Clark has been vice chairman of Lehman Brothers Inc. since 1993. From 1990 until assuming his current position, he was chairman, president and chief executive officer of Shearson Lehman Brothers Holdings Inc. Mr. Clark was previously a senior executive at American Express Company from 1981 to 1990, and a managing director of Blyth Eastman Paine Webber Incorporated or predecessor firms from 1968 to 1981. While at American Express, his positions included five years as executive vice president and chief financial officer. Mr. Clark is also a director of White Mountains Insurance Group, Ltd., Mueller Water Products, Inc. and Walter Industries, Inc., in addition to Lehman Brothers Inc.

Singleton B. McAllister became a director of the Company in April 2004. Ms. McAllister has been a partner in the Washington D.C. office of the law firm of LeClairRyan since October 2007. She was previously with the law firm of Mintz, Levin CohenCohn, Ferris, Glovsky and Popeo sinceP.C. from July 2005. Before joining Mintz Levin, she was a partner at2005 until

October 2007. She also served as chair of the Corporate Diversity Counsel Practice Group and in the Public Law and Policy Strategies group of Sonnenschein, Nath & Rosenthal LLP from 2003 to 2005, and Patton Boggs LLP from 2001 to 2003.2005. Prior to entering private practice, Ms. McAllister served for five years as the general counsel for the United States Agency for International Development. Ms. McAllister ishas also been a director of Alliant Energy Corporation Interstate Power and Light Company and Wisconsin Power and Light Company.since 2001.

Brian D. McAuley became a director of the Company in April 2004. Mr. McAuley has served since August 2004 as Chairman of Pacific DataVision Inc. (“PDV”) since August 2004. PDV is, a privately held telecommunications software applications and hosting company. He also has been a partner at NH II, LLC, a consulting firm that specializes in telecommunications businesses, since 2003. Mr. McAuley is a cofounder of Nextel Communications, Inc. and held senior executive positions at Nextel from the company’s inception in 1987 until 1996, including seven years as president and chief executive officer. Upon leaving Nextel, he joined Imagine Tile, a custom tile manufacturer, where he served as chairman and chief executive officer from 1996 to 1999 and continues to serve as chairman. He also served as president and chief executive officer of NeoWorld Communications, Inc., a wireless telecommunications company, from 1999 until the sale of that company to Nextel in 2003. Mr. McAuley is a certified public accountant and, prior to co-founding Nextel, his positions included chief financial officer of Millicom Incorporated, corporate controller at Norton Simon Inc. and manager at Deloitte & Touche.

John S. McKinney became a director of the Company in September 1998 following the merger of the Company with U.S. Rentals. He also served as vice president of the Company until the end of 2000. Mr. McKinney served as chief financial officer of U.S. Rentals from 1990 until the merger and as controller of U.S. Rentals from 1988 until 1990. Prior to joining U.S. Rentals, Mr. McKinney held various positions at Iomega Corporation, including assistant controller, and at the accounting firm of Arthur Andersen & Co. In November 2006, Mr. McKinney became Assistant Deanassistant dean of the Fulton College of Engineering and Technology at Brigham Young University.

Jason Papastavroubecame a director of the Company in June 2005. Dr. Papastavrou has served as chief executive officer and chief investment officer of ARIS Capital Management since founding the company in January 2004. He previously held senior positions at Banc of America Capital Management, where he served as Managing Director, Fundmanaging director, fund of Hedge Fund Strategieshedge fund strategies from 2001 to 2003, and Deutsche Asset Management, where he served as Director, Alternative Investments Groupdirector, alternative investments group from 1999 to 2001. Dr. Papastavrou, who holds a Ph.D. in Electrical Engineeringelectrical engineering and Computer Sciencecomputer science from the Massachusetts Institute of Technology, taught at Purdue University’s School of Industrial Engineering from 1990 to 1999 and is the author of numerous academic publications.

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          Mark A. Suwyn became a director of the Company in September 2004. Mr. Suwyn is currently chief executive officer and chairman of NewPage Corporation, president of MARSUW LLC and associated with Cerberus Capital Management. He served as the chairman and chief executive officer of Louisiana-Pacific Corporation, a leading manufacturer of building materials from 1996 until his retirement in 2004. Prior to joining Louisiana-Pacific Corporation, Mr. Suwyn was with International Paper Company where he served as executive vice president of distribution, specialty products and forest lands from 1992 through 1995. He previously held several executive positions at E. I. duPont de Nemours and Company, including those of senior vice president of imaging systems and medical products, group vice president of imaging systems, and vice president of human resources. Mr. Suwyn is also a director of Ballard Power Systems, Inc., NewPage Corporation and BlueLynx Corp.

Gerald Tsai, Jr., became a director of the Company in July 2002, having previously served as a director of the Company from December 1997 to December 2001. Mr. Tsai served as chairman, chief executive officer and president of Delta Life Corporation, an insurance company, from 1993 until its sale in 1997. He was chairman of the executive committee of the Boardboard of Directorsdirectors of Primerica Corporation, a diversified financial services company, from December 1988 until April 1991 and chief executive officer of Primerica Corporation from April 1986 until December 1988. Mr. Tsai, a private investor, serves as a director of Apollo Investment Corporation, Triarc Companies, Inc. and Zenith National Insurance Corp. and director emeritus of Saks Incorporated. He was elected chairman of the Board of Directors of Sequa Corporation in January 2007. Mr. Tsai is an honorary trustee of Boston University and trustee of NYU Hospitals Center and the New York University School of Medicine Foundation.

Lawrence “Keith” Wimbush became a director of the Company in April 2006. From January 2003 until August 2005, Mr. Wimbush was with Korn/Ferry International, an executive search firm, where he served as a Senior Client Partnersenior client partner in the firm’s Stamford, Connecticut office, and was also Co-Practice Leaderco-practice leader of the firm’s Legal Specialist Grouplegal specialist group and a member of the firm’s Consumer Products Groupconsumer products group and Diversity Practice Group.diversity practice group. From April 1997 until January 2003, Mr. Wimbush served as senior vice president and general counsel of Diageo North America, Inc., a consumer goods company.

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BOARD MATTERS

Classification of Directors

 The

Our directors of the Company (excluding any elected by the holders of the Series C Preferred) are currently divided into three classes as follows:

Class 1.    The members of this class are Messrs. Hicks (vice chairman) and McKinney, Ms. McAllister and Dr. Britell. The term of office of this class will expire at our forthcoming annual meeting of stockholders. As described above, the Board, upon the recommendation of the Nominating and Corporate Governance Committee (with Ms. McAllister abstaining), has nominated each of Messrs. Hicks and McKinney, and Ms. McAllister and Dr. Britell to stand for re-election at the meeting for a new term that will expire at our annual meeting of stockholders in 2008.2009.

Class 2.    The members of this class are Messrs. McAuley and Tsai and Dr. Papastavrou. The term of office of this class will expire at our annual meeting of stockholders in 2009.

Class 3.    The members of this class currently serving are Messrs. Jacobs (chairman), Clark Suwyn and Wimbush. There are two vacancies in Class 3, reflecting the resignations during 2007 of Bradley S. Jacobs and Mark A. Suwyn. Although the Board has not yet designated replacements for either such vacancy, it may do so in the future in accordance with the provisions of our by-laws. The term of office of this class will expire at our forthcoming annual meeting of stockholders. As described above, the Board, upon the unanimous recommendation of the Nominating Committee, has nominated each of Messrs. Jacobs, Clark, Suwyn and Wimbush to stand for re-election at the meeting for a new term that will expire at our annual meeting of stockholders in 2010.

 At

Beginning with our forthcoming annual meeting of stockholders, at each annual meeting of stockholders, successors to directors of the class whose term expires at such meeting are currentlywill be elected to serve for three-yearone-year terms and until their successors are elected and qualified. However, as discussed above, if the proposal to amend our Amended and Restated Certificate of Corporation, included below in this proxy statement, is approved by the requisite number of stockholders, then each class of directors will be elected for a one-year term beginning at the 2008 annual meeting,qualified, such that by our 2010 annual meeting, all directors will be elected annually for one-year terms.

Right of Holders of Series C Preferred to Elect Directors

All 300,000 outstanding shares of our Series C Perpetual Convertible Preferred Stock (“Series C Preferred”) are held by Apollo.

The holders of the Series C Preferred, voting separately as a single class, have the right to elect:

          Based on the number of shares of common stock that are issuable upon conversion of Series C Preferred that are currentlythen held by Apollo, the holdersApollo Management IV, L.P., or their affiliates (plus any shares of common stock then held by such entities that were issued upon conversion of the Series C Preferred) is at least eight million; or

If the holders of the Series C Preferred do not have the right, voting separately as a single class, to elect any directors pursuant to the provisions described above, then the holders of the Series C

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Preferred have the right to vote for the election of directors of the Company together with the holders of the common stock, as a single class, with each share of Series C Preferred entitled to one vote for each share of common stock issuable upon conversion of such share of Series C Preferred. Each share of Series C Preferred is currently convertible into 40 shares of our common stock.

Based on the number of shares of Series C Preferred currently outstanding, Apollo, as the holders of all the Series C Preferred on the record date, have the right to elect two directors at the forthcoming annual meeting of stockholders.

Any director that is elected by the holders of the Series C Preferred, voting separately as a single class, holds office until the next annual meeting of stockholders and the election and qualification of a successor (or the earlier resignation or removal of such director).

Meetings of the Board of Directors

During 2006,2007, the Board met nine times.thirty-eight times, reflecting the demands of the process to explore strategic alternatives, including a possible sale of the Company, that we commenced in April 2007. During 2006,2007, each current member of the Board attended in excess of 75 percent of both (i) the total number of Board meetings held during the period for which he or she was a director and (ii) the total number of meetings of each committee of the Board on which the director served during the period for which he or she was on the committee, except for Mr. Black, who was not in attendance for fourattended seventeen meetings of the Board, and Mr. Suwyn, who was not in attendance for three meetings of the Audit Committee.Board.

Committees of the Board

The Board has established, threeamong others, the following standing committees and a Special Committee, each as described below.Committees.

Audit Committee

The Audit Committee operates pursuant to a written charter which complies with the corporate governance standards of the NYSE. Effective April 25, 2007,28, 2008, this charter was amended. You can access this document on our website atwww.unitedrentals.com under “Corporate Governance” in the Investor Relations section. The document is also available in print to any stockholder upon request.

The general purposes of the Audit Committee are to:

The Audit Committee also has the sole authority to appoint or replace the independent auditor (subject, if applicable, to stockholder ratification) and approve compensation arrangements for the independent auditor.

The current members of the Audit Committee are Messrs. McAuley (chair), Suwyn(chairman) and Wimbush and Dr. Papastavrou.

Each current member of the Audit Committee meets the general independence requirements of the NYSE and the additional independence requirements for audit committees specified by Rule 10A-3 under the Securities Exchange Act of 1934.1934, as amended (the “Exchange Act”). The Board has determined that each of Mr. McAuley and Dr. Papastavrou qualifies as an “audit committee financial expert” as defined by the SEC, and that each member of the Audit Committee is “financially literate” within the meaning of the Corporate Governance Standardscorporate governance standards of the NYSE.

In 2006,2007, the Audit Committee met tennine times.

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Compensation Committee

The Compensation Committee operates pursuant to a written charter which complies with the corporate governance standards of the NYSE. EffectiveThis charter was last amended on April 25, 2007, this charter was amended.2007. You can access this document on our website atwww.unitedrentals.com under “Corporate Governance” in the Investor Relations section. The document is also available in print to any stockholder upon request.

The general purpose of the Compensation Committee is to aid the Board in discharging its responsibilities relating to (i) the oversight of executive officer and director compensation and (ii) the development of compensation policies that support the Company’s business objectives. For additional information concerning this committee, see “Compensation Discussion & Analysis.”

The current members of the Compensation Committee are Messrs. Gross (chair)(chairman), McAuley and Tsai, and beginning in March 2007, Dr. Britell. Mr. Clark,Britell, who was a member of the Compensation Committee throughout 2006, stepped down fromjoined the committee in March 2007. Each current member of the Compensation Committee meets (and Mr. Clark met) the independence requirements of the NYSE. In addition, each current member of the Compensation Committee qualifies (and Mr. Clark qualified) as an “outside” director within the meaning of Internal Revenue Code § 162(m) and as a “non-employee” director within the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934.Act.

In 2006,2007, the Compensation Committee met sixnine times.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Nominating Committee”) operates pursuant to a written charter which complies with the corporate governance standards of the NYSE. You can access this document on our website atwww.unitedrentals.com under “Corporate Governance” in the Investor Relations section. The document is also available in print to any stockholder upon request.

The general responsibilities of the Nominating Committee include: (i) developing criteria for evaluating potential Board candidates and recommending such candidates to the Board; (ii) taking a leadership role in shaping the corporate governance of the Company and developing the Company’s corporate governance guidelines; and (iii) overseeing the evaluation processes for the Board and management that are required by the Company’s corporate governance guidelines. For additional information concerning this committee, see “Corporate Governance Matters—Director Nomination Process.”

The current members of the Nominating Committee are Messrs. Clark (chair)(chairman), Gross, McAuley and Tsai, and Ms. McAllister. Each current member of the Nominating Committee meets the independence requirements of the NYSE.

In 2006,2007, the Nominating Committee met three times.once.

Special Committee

We established a special committee of independent directors in connection with the SEC inquiry of the Company. The current members of the Special Committee are Messrs. McAuley (chair),(chairman) and Clark and Suwyn and Dr. Papastavrou.

Transaction Committee

At the end of August 2007, following the resignation of Mr. Jacobs as chairman of the Board, we established a transaction committee of independent directors to oversee the proposed merger transaction between affiliates of Cerberus Capital Management, L.P. and the Company. The current members of the Transaction Committee are Messrs. Wimbush (chairman) and Tsai, and Drs. Papastavrou and Britell.

Director Attendance at Previous Annual Meeting

We encourage our directors to attend annual meetings of stockholders and we typically schedule Board of Directors and committee meetings to coincide with the dates of our annual meetings. All directors on our Board at the time, except for Mr. Black, attended the 20062007 annual meeting of stockholders.

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CORPORATE GOVERNANCE MATTERS

Corporate Governance Guidelines

We have adopted corporate governance guidelines to promote the effective functioning of the Board. These guidelines address, among other governance items, criteria for selecting directors and director duties and responsibilities. We also have adopted categorical independence standards (in addition to the requirements of the NYSE) by which we measure the independence of our directors. You can also access this documentthese documents on our website atwww.unitedrentals.com under “Corporate Governance” in the Investor Relations section. The document isdocuments are also available in print to any stockholder upon request.

The policies described in our corporate governance guidelines, categorical independence standards and in this proxy statement are intended to set forth general guidance for the functioning of the Board and should not be viewed as a set of legally binding obligations. The Board may, from time to time, modify these guidelines and policiesstandards or approve deviations therefrom as it deems appropriate.

Code of Business Conduct

We have adopted a code of business conduct for our employees, officers and directors. You can access this document on our website atwww.unitedrentals.com under “Corporate Governance” in the Investor Relations section. The document is also available in print to any stockholder upon request. This code constitutes a “code of ethics” as defined by the rules of the SEC.

Director Independence

In assessing director independence, we follow the criteria of the New York Stock Exchange (“NYSE”).NYSE. In addition, and without limiting the NYSE independence requirements, we apply the followingour own categorical independence standards. We do not consider a director to be independent if he or she is, or in the past three years has been:

Under our corporate governance guidelines and NYSE rules, a majority of our directors must be independent by NYSE standards. Ten of the thirteenour eleven directors of our Company have been determined by the Board to be independent under those criteria: Leon D. Black, Jenne K. Britell, Howard L. Clark, Jr., Michael S. Gross, Singleton B. McAllister, Brian D. McAuley, John S. McKinney, Jason D. Papastavrou, Mark A. Suwyn, Gerald Tsai, Jr. and Lawrence “Keith” Wimbush. In addition, the Board believes that each of these directors also meets the categorical independence standards described above.

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None of the directors that we have identified as being independent under NYSE rules has any relationship with the Company (other than being a director and/or stockholder of the Company), except as discussed below.

Singleton B. McAllister became a director of the Company in April 2004. Prior to the time she became a director, the Company obtained certain legal services from, and paid legal fees to, a law firm in which Ms. McAllister was at the time a partner. The aggregate fees paid to such firm were less than $50,000 and such fees represented less than one percent of such firm’s annual revenues. After Ms. McAllister became a director, the Company’s relationship with suchthe firm was discontinued.discontinued, and Ms. McAllister is no longer a partner at the firm. The Board determined that the foregoing relationship was an “immaterial relationship” given that the Company’s relationship with such firm was discontinued and the payments to such firm represented less than one percent of the firm’s annual revenues.

One of our directors, Leon Black, is affiliated with Apollo, and one of our directors, Michael Gross, is a former affiliate of Apollo. Both were elected directors by Apollo in its capacity as the holder of Series C Preferred. In 1999, the Company paid Apollo (i) $3.0 million of fees in connection with the sale by the Company of preferred stock in January 1999 and (ii) $1.0 million of fees in connection with the sale by the Company of preferred stock in September 1999. These payments were made prior to the three-year look-back period provided for by the NYSE independence rules. Based on the amount of time that has elapsed since these payments were made, the Board has determined that these payments do not disqualify the two directors elected by the Series C Preferred from being classified as independent directors.

Lawrence “Keith” Wimbush became a director of the Company in April 2006. From January 2003 until August 2005, Mr. Wimbush was with Korn/Ferry International, an executive search firm, where he served as a Senior Client Partnersenior client partner and was also Co-Practice Leaderco-practice leader of the firm’s Legal Specialist Group and a member of the firm’s Consumer Products Group and Diversity Practice Group. From 2004 until Mr. Wimbush was appointed a director, Korn/Ferry rendered executive search services to the Company for which the Company has paid an aggregate of approximately $652,000. The Board determined that the foregoing relationship was an “immaterial relationship” given that Mr. Wimbush is no longer with Korn/Ferry International and was not at the time of his appointment (and had not been for almost a year prior to his appointment), and that this relationship therefore does not disqualify Mr. Wimbush from being classified as an independent director.

Howard Clark, Jr. became a director of the Company in April 2004, and has been a vice chairman of Lehman Brothers Inc. since 1993. The Company’s subsidiary, United Rentals (North America), Inc. (“URNA”) has a cash management brokerage agreement with Lehman Brothers Inc., pursuant to which, among other things, Lehman executes the trades by which portions of URNA’s excess cash resources are invested. Lehman is one of three firms used by URNA for these purposes and earns a brokerage commission or principal spread on the trades, depending on whether it acts as broker or dealer in the transaction. The Board determined that, because of the commodity nature of this type of service, and because the amounts earned are significantly less than 1% of Lehman’s revenues, it was not a relationship that would disqualify Mr. Clark from being classified as an independent director.

Executive Sessions of the Board

 The Company’s

Our Corporate Governance Guidelines provide that our non-management directors should meet, at least twice a year, in executive sessions without the presence of management. Non-management directors who do not qualify as “independent” may participate in these meetings. However, the Corporate Governance Guidelines provide that, at least once a year, the independent directors should meet in executive session without the presence of either management or the non-independent directors. The purpose of the executive session meetings is to facilitate free and open discussion

among the participants. Accordingly, the participants may determine that the minutes of these meetings not record the substance of the discussions. The Lead Directorlead director (or in the absence of the Lead Director,lead director, the Chairmanchairman of the Audit Committee or such other independent director as may be selected by the Board) should preside over these executive session meetings and, as required, provide feedback to the CEO,chief executive officer, and to such other directors as is appropriate, based upon the matters discussed at such meetings. The Lead Directorlead director is currently MichaelMr. Gross.

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Director Nomination Process

General

The Board has established the Nominating Committee, as described above. The responsibilities of this committee include, among other things: (i) developing criteria for evaluating prospective candidates to the Board; (ii) identifying individuals qualified to become Board members; and (iii) recommending to the Board those individuals that should be nominees for election or re-election to the Board or otherwise appointed to the Board (with authority for final approval remaining with the Board). However, the Nominating Committee does not make any recommendations with respect to the directors that are elected by the holders of our preferred stock.

Process for Identifying and Evaluating Candidates

The Nominating Committee may identify potential Board candidates from a variety of sources, including recommendations from current directors or management, recommendations of security holders or any other source the committee deems appropriate. The Nominating Committee may also engage a search firm or consultant to assist it in identifying, screening and evaluating potential candidates. The Nominating Committee has been given sole authority to retain and terminate any such search firm or consultant.

In considering candidates for the Board, the Nominating Committee evaluates the entirety of each candidate’s credentials. The Nominating Committee considers, among other things: (i) business or other relevant experience; (ii) expertise, skills and knowledge; (iii) integrity and reputation; (iv) the extent to which the candidate will enhance the objective of having directors with diverse viewpoints, backgrounds, expertise, skills and experience; (v) willingness and ability to commit sufficient time to Board responsibilities; and (vi) qualification to serve on specialized committees of the Board, such as the Audit Committee or the Compensation Committee.

The four nominees for election as Class 31 directors at the upcoming annual meeting are Bradley S. Jacobs,Wayland R. Hicks, who has been vice chairman of the Board of Directors of the Company since its formation in 1997, Howard L. Clark, Jr.,1998, John S. McKinney, who has been a director since 2004, Mark A. Suwyn,1998, Singleton B. McAllister, who has been a director since 2004, and Lawrence “Keith” Wimbush,Dr. Jenne K. Britell, who has been a director since December 2006. Each of these directors is standing for re-election. In making its recommendation to the Board, the Nominating Committee reviewed and evaluated, in addition to each nominee’s background and experience and other Board membership criteria set forth in the Company’s corporate governance guidelines, each of such director’s performance during theirhis or her recent tenure with the Board and considered whether each of them was likely to continue to make important contributions to the Board.

Procedure for Submission of Recommendations by Security Holders

Our security holders may recommend potential director candidates by following the procedure described below. The Nominating Committee will evaluate recommendations from security holders in the same manner that it evaluates recommendations from other sources.

If you wish to recommend a potential director candidate for consideration by the Nominating Committee, please send your recommendation to United Rentals, Inc., Five Greenwich Office Park, Greenwich Connecticut 06831, Attention: Corporate Secretary.corporate secretary. Any notice relating to candidates for election at the 20082009 annual meeting must be received by December 31, 2007.2008. You should use first class, certified mail in order to ensure the receipt of your recommendation.

Any recommendation must include (i) your name and address and a list of the securities of the Company that you own; (ii) the name, age, business address and residence address of the proposed

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candidate; (iii) the principal occupation or employment of the proposed candidate over the preceding ten years and the person’s educational background; (iv) a statement as to why you believe such person should be considered as a potential candidate; (v) a description of any affiliation between you and the person you are recommending; and (vi) the consent of the proposed candidate to your submitting him or her as a potential candidate. You should note that the foregoing process relates only to bringing potential candidates to the attention of the Nominating Committee. This process will not give you the right to directly propose a nominee at any meeting of stockholders. See “—Stockholder Proposals for the 20082009 Annual Meeting.”Meeting” below.

Direct Communications with Directors

We have established procedures to enable our security holders or any other interested party to communicate directly to the Board, to the Lead Director,lead director, to the non-management directors as a group or to the Audit Committee in writing. All communications should be addressed to the Board or the particular director or directors, as the case may be, and mailed to United Rentals, Inc., Five Greenwich Office Park, Greenwich, Connecticut 06831, Attention: Corporate Secretary,corporate secretary, and all communications will be submitted directly to the relevant director or directors. Any communications relating to accounting, internal controls or auditing matters will be promptly brought to the attention of the Chairmanchairman of the Audit Committee.

Please note that the foregoing procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding. For information concerning stockholder proposals, see “—Stockholder Proposals for the 20082009 Annual Meeting” below.

Stockholder Proposals for the 20082009 Annual Meeting

Notice Required to Include Proposals in Our Proxy Statement

We will review for inclusion in next year’s proxy statement stockholder proposals received by December 31, 2007.2008. All proposals must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement. Proposals should be sent to United Rentals, Inc., Five Greenwich Office Park, Greenwich, Connecticut 06831, Attention: Corporate Secretary.corporate secretary.

Notice Required to Make Nominations and Bring Business Before an Annual Meeting

Our by-laws establish an advance notice procedure for stockholders to make nominations of candidates for election of director or to bring other business before an annual meeting. Under these procedures, a stockholder that proposes to nominate a candidate for director or propose other business at the 20082009 annual meeting of stockholders must give us written notice of such nomination or proposal not less than 60 days and not more than 90 days prior to the scheduled date of the meeting (or, if less than 70 days’ notice or prior public disclosure of the date of the meeting is given, then not later than the 15th day following the earlier of (i) the date such notice was mailed or (ii) the day such public disclosure was made). Such notice must provide certain information as specified in our by-laws and must be received at our principal executive offices by the deadline specified above.

For any matters not timely submitted in accordance with the advance notice procedure established in our by-laws, we reserve the right, in accordance with Rule 14a-4(c)(1) of the Exchange Act, to exercise discretionary voting authority on the nomination or proposal.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee of the Board of Directors(as used in this section, the “Committee”) is responsible for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy. The Committee seeks to ensure that the total compensation paid to our Chief Executive Officer,chief executive officer, our Chief Financial Officer,chief financial officer, and our three other most highly compensated executive officers is fair, reasonable and competitive.

The specific responsibilities of the Committee are set forth in its charter, which may be found on the Company’s web site atwww.ur.comwww.unitedrentals.com. Among other things, the Committee is required to determine and approve the compensation of the CEO,chief executive officer, review and approve the compensation of the Company’s other executive officers, review and approve any incentive compensation plan or equity-based plan for the benefit of executive officers, and review and approve any employment agreement, severance arrangement or change-in-control arrangement for the benefit of executive officers.

Throughout this proxy statement, the individuals who served as the Company’s Chief Executive Officerchief executive officer and Chief Financial Officerchief financial officer during the fiscal year 2006,2007, as well as the other individuals included in the Summary Compensation Table on page 27below, are referred to as the “named executive officers”.officers.”

Executive Compensation Philosophy

Our overall compensation program seeks to align executive compensation with the achievement of the Company’s business objectives and with individual performance towards these objectives. It also seeks to enable the Company to attract, retain and reward executive officers and other key employees who contribute to our success and to incentivize them to enhance long-term stockholder value. In reviewing the components of compensation for each executive officer, the Committee emphasizes pay for performance on an annual basis and over the long term.

To implement this philosophy, the total compensation program is designed to be competitive with the programs of other companies of comparable revenue in the capital equipment industry and selected companies with which the Company competes for customers and executives, and to be fair and equitable to both the Company and the executives. Consideration is given to each executive’s overall responsibilities, professional qualifications, business experience, job performance, technical expertise and career potential, and the combined value of these factors to the Company’s long-term performance and growth.

Objectives of Executive Compensation

The objectives of our executive compensation program are to:

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The Committee strives to meet these objectives while maintaining market competitive pay levels and ensuring that we make efficient use of shares and have predictable expense recognition. In furtherance of these objectives the Committee utilizes the Company’s human resources department as well as outside compensation experts. To this end, the Committee has engaged thecontinued to engage Ross Consulting Group during 2007 to provide consulting services with respect to the Company’s compensation practices.

The Committee seeks to properly compensate executive officers for their services to the Company and to create incentives to focus on the specific goals identified as significant for the Company. The Committee identifies and considers a wide range of measures for individual performance, Company performance and, as appropriate, share price appreciation, and, with the assistance of our advisors,compensation advisor, develops specific performance goals based on these measures. In addition, we endeavor to preserve the Company’s tax deduction for all compensation paid, which can be accomplished primarily by conditioning compensation on the achievement of certain performance goals, as discussed below.

In making compensation decisions, the Committee compares each component of the total compensation package of the Chief Executive Officerchief executive officer and the other named executive officers against the compensation components of the chief executive officer and (where available) the comparable executive positions of a peer group of publicly-traded companies. Because there are noonly two companies directly comparable to the Company for whom compensation information is publicly disclosed, the peer group is comprised primarily of publicly traded industrial manufacturing and construction companies. The companies comprising the peer group in 20062007 were:

In addition to the peer group data, the Committee, with the assistance of Ross Consulting Group, considered market data sourced from Tower Perrin’s general industry compensation database.

Executive Compensation Components

The principal components of compensation for the Company’s named executive officers in 2007 were:

 In addition to

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Base Salary

The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. The base salary levels of continuing executives are reviewed annually. Ross Consulting Group recommends a salary for Mr. Hicks,the chief executive officer, and Mr. Hicksthe chief executive officer recommends a salary for the other named executive officers. In considering whether to adopt these suggestions, the Compensation Committee considers the Company’s performance, the executive’s individual performance, the executive’s career potential and length of tenure with the Company, the applicable terms, if any, of the executive’s employment agreement, the salary levels of similarly situated officers at peer group companies, as collected and presented by Ross Consulting Group, and the salary levels of the Company’s other officers. Generally, the salaries paid to the named executive officers are targeted to be atbetween the 7550^th and 75^th percentile in comparison to peer group companies.

When an executive is initially hired, the Committee considers the same factors, as well as the executive’s salary in his or her previous employment and the compensation of other Company executives with similar responsibilities.

Based on this process and review, in 2007 the Committee determined to increase the base salary of its named executive officers, effective as of April 1, 2007. Mr. Hicks’ was raised from $750,000 to $800,000; Mr. Kneeland’s was raised from $400,000 to $525,000, also reflecting his promotion at the time to chief operating officer; Mr. Welch’s was raised from $525,000 to $562,500; Mr. Schwed’s was raised from $400,000 to $425,000; and Mr. Helvie’s was raised from $300,000 to $315,000. Mr. Barker did not become an executive officer until after this process was completed for 2007, but upon his promotion, his base salary was increased from $251,449 to $375,000, effective in April 2007.

As described below, in March 2008 the Committee, consistent with senior management’s recommendation, determined not to increase the base salary of any of its named executive officers for 2008, reflecting the changing macroeconomic environment at the time of the decision and the Company’s focus on controlling its costs.

Performance-based Compensation

Performance-based compensation primarily serves two functions. First, it creates an incentive to focus on and achieve the objectives identified as significant. For this purpose, the performance goals varyhave historically varied depending on the individual executive’s functions in the Company. The Committee works with senior management, including the named executive officers, to identify the specific areas to be addressed by performance goals and decide on appropriate targets. The goals for 20062007 were increasedrelated to specific objective Company criteria: earnings per share and increased(“EPS”), return on invested capital reductions in(“ROIC”), free cash flow, revenue growth, selling, general and administrative (“SG&A”) expenses increases in rental rates, designingas a percentage of revenues, strategic sourcing initiative savings and implementing certain financial programs and processes, improving contractor supplysupplies gross margins, recruiting high caliber executives, implementing cost-savings initiatives and achieving improvements in the Company’s financial processes and structures.margins. The Committee also set separate objective individual performance goals for Mr. Schwed.

The target measures are intended to be reasonable and attainable with appropriate effort, but not low enough so that they are sure to be achieved and not so high as to be unlikely to be attained, either of which extreme would lessen the incentive value of the program. In 2006, each of the performance measures for the year were achieved, except for the targeted reductions in selling, general and administrative expenses and improvements to contractor supply gross margins.

Second, performance basedperformance-based compensation provides a mechanism by which executives’ compensation fluctuates with the performance of the Company, thus aligninghelping to align executives’ interests with those of stockholders. This is accomplished with comprehensive performance measures, such as earnings per sharebefore interest, taxes, depreciation and return on invested capital,amortization (“EBITDA”), EPS and ROIC, that focus more on the Company’s profitability than the achievement of a specific goal. In addition, all equity

performance-based awards increasethat are equity-based fluctuate in value with the appreciation in the stock price, directly aligning executives’ interests with those of stockholders.

The Company’s performance compensation program for named executive officers is comprised of three components: (i) an annual cash bonus, (ii) equity grants that vest based upon either the achievement of performance criteria or continued employment with the Company and (iii) beginning in 2008, a long-term cash-settled incentive plan that awardsrewards executives for earnings per share increasesbased on cumulative EBITDA growth and average EBITDA margin improvement over a three-year period. In prior years, the performance measure was tied to EPS growth.

Annual Cash Bonus

The Company maintains the Annual Incentive Compensation Plan to provide annual cash compensation upon the achievement of pre-established performance goals. The Committee

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determines the specific performance goals under the Annual Incentive Compensation Plan, while the planPlan itself sets general parameters for the performance goals. By setting the performance goals annually, the Committee is able to design compensation that is appropriate for the specific year, encouraging and rewarding attention to the specific areas that are significant to the Company in that year. Consequently, the specific performance goals and the extent to which they differ betweenamong executives may vary from year to year.

In 2006,2007, Messrs. Hicks, Kneeland, Welch and KneelandSchwed were the only named executive officers to participate in the Annual Incentive Compensation Plan. Since Mr. Ehrenreich and Mr. Schwed were ineligibleBarker was promoted to participatean executive officer position in the Annual Incentive Compensation Plan, and Mr. HelvieApril 2007, he participated in the Company’s discretionary bonus plan. Mr. Ehrenreich was ineligible to receive a bonus under the Annual Incentive Compensation Plan because he terminated employment during the year, but received a bonus under his separation agreement in lieu of any bonus under the Annual Compensation Incentive Plan. Mr. Schwed was ineligible to participate in the Annual Incentive Compensation Plan because he commenced employment in June 2006, too late to participate in the Plan. Accordingly, the Committee determined Mr. Schwed’shis bonus for 20062007 based on the recommendation of the chief executive officer, and by reference to his employment agreement terms and his performance in 2006.2007. Mr. Helvie was both hired and subsequently promoted to named executive officer status during 2006. Hishad participated in the Company’s discretionary bonus was determined with reference to his employmentplan in 2006 bothand continued to do so in his former position with the Company, as well as in his current position as controller.2007.

 In 2006, the Company performance criteria were earnings per share, cash flow from operations and increasing rental rates. The Annual Incentive Compensation Plan bonus was primarily based on earnings per share (60% for Messrs. Hicks and Welch and 50% for Mr. Kneeland), with cash flow from operations second (25% for each) and then increasing rental rates (7.5% for Messrs. Hicks and Welch and 15% for Mr. Kneeland). In addition, the Committee established individual performance goals for each of the named executive officers (accounting for 7.5% of the bonus for Messrs. Hicks and Welch and 10% for Mr. Kneeland).

          Individual performance goals relate to aspects of the Company’s administration and operations with respect to which the Company desires the individual executive to focus his efforts. In 2006, Mr. Hicks’ goals related to recruiting qualified high caliber individuals for senior positions, Mr. Kneeland’s goals related to various aspects of the Company’s operations and Mr. Welch’s goals related to various aspects of the Company’s financial structure.

The Annual Incentive Compensation Plan permits awards up to the greater of two times base salary (not to exceed $2 million) and 1% of the Company’s earnings before income taxes (subject to certain adjustments). In 2006,2007, the Committee established a target bonus for Mr. Hicks of 100% of base salary and limited his maximum award benefit to 150% of base salary. The Committee also established, in accordance with the terms of their employment agreements, respective target bonuses of 90%100% of base salary for Mr. Kneeland and 100%90% of base salary for Messrs. Welch and KneelandSchwed and limited each of their maximum award benefit to 125% of base salary.

 The

In 2007, awardsthe performance criteria under the Annual Incentive Compensation Plan followwere based on the achievement of specific objective Company goals related to: EPS (50% weight for Mr. Hicks; 35% weight for Mr. Welch; 25% weight for Messrs. Kneeland and Schwed), with a similar format as the 2006 awards. The listtarget level of performance goals again includes earnings per share, but also includes new measures of$2.75; free cash flow return on invested capital(20% weight for Messrs. Hicks and Welch; 15% weight for Messrs. Kneeland and Schwed), with a target level of $150 million; ROIC (15% weight for Messrs. Hicks, Welch and Schwed; 10% weight for Mr. Kneeland), with a target level of 15.6%; revenue growth (20% weight for Mr. Kneeland; 15% weight for Mr. Hicks), with a target level of 5.0%; strategic sourcing initiative (10% weight for Messrs. Welch and Kneeland), with a target savings of $20 million; contractor supplies gross margin (10% weight for Mr. Kneeland), with a target level of 22.6%; and SG&A improvement as a percentage of revenue, with a target level of 16.2%. In addition, the additional Company performance criteria, while retaining variedCommittee established individual performance goals.goals for Mr. Schwed, primarily related to improving various legal department functions, accounting for 45% of his bonus. The target payout level hasfor these goals was generally beendetermined and set to correlate with or fall within the range of internally-generated and approved budgets or forecasts, as of early March 2007, for such measures. Accordingly, if the Company performswere to perform in accordance with these expectations, the Committee believed that it iswas likely that target bonus payouts would be made, subject, however, to the Committee’s negative discretion under the Annual Incentive Compensation Plan to reduce any such payouts.

The Committee also set minimum thresholds for each Company performance goal, below which no amounts would be paid with respect to such measure, and maximum thresholds that would trigger the maximum bonus amount. Achievements of performance goal levels between the minimum and maximum threshold would result in interpolated bonus amounts.

In mid-2007, the Company began implementing a change in strategy to focus more on its core rental business and achieving bottom-line growth. Among other things, this change led to a repositioning of the Company’s contractor supplies business to offer fewer, but higher margin, items and contributed to a shortfall in the full-year revenues expected from that business, even while the Company as a whole achieved record profitability and grew rental revenues. From the Committee’s perspective, the strategic re-direction meant that the 2007 performance-based awards failed fully to align with the revised mid-year Company objectives. Partially as a result, three of the performance measures set for 2007 were not met at even their threshold levels (ROIC, revenue growth and SG&A improvement), which, because of the assignment of different goals among executives and the different weighting given to goals even when they were shared among executives, led, in the Committee’s view, to inequitable bonus levels among senior management. In addition, because Mr. Hicks retired as chief executive officer in June 2007 (while remaining vice chairman of the Board), and was succeeded by Mr. Kneeland as interim chief executive officer, the Committee believed that Mr. Kneeland’s performance objectives and resulting bonus level did not appropriately reflect his new responsibilities and duties. Taking into account these considerations, as well as other more subjective factors, the Committee determined to award both Messrs. Kneeland and Schwed discretionary cash bonuses in supplementation of their bonuses earned under the Annual Incentive Compensation Plan.

The 2008 awards under the Annual Incentive Compensation Plan follow a similar format as the 2007 awards, but have a narrower list of objectives more closely correlated to the Company’s revised strategic plan focused on profitable EBITDA growth. The Committee also determined to apply the objectives equally to each executive. The performance goals are based on the Company’s EBITDA (45% weight); EPS (20% weight); free cash flow (20% weight); and ROIC (15% weight). The target payout levels are set to correlate with either the top or mid-point, depending on the measure, of the Company’s public 2008 forecast ranges as of February 29, 2008, the date of the Company’s last earnings call that preceded the setting of the objectives. Accordingly, (i) the EBITDA target is $1.21 billion, the top of the Company’s 2008 EBITDA public forecast range of $1.17 billion to $1.21 billion; (ii) the EPS target is $3.00, the top of the Company’s 2008 EPS public forecast range of $2.80 to $3.00; (iii) the free cash flow target is $350 million, the mid-point of the Company’s 2008 free cash flow public forecast range of $325 million to $375 million; and (iv) the ROIC target is 15.2%, which correlates to an ROIC consistent with the top of the Company’s 2008 EBITDA public forecast range. Minimum thresholds have also been set for each Company performance goal, below which no amounts will be paid under the Annual Incentive Compensation Plan for 2008 with respect to such measure. These thresholds are respectively: (i) $1.17 billion for EBITDA; (ii) $2.80 for EPS; (iii) $310 million for free cash flow; and (iv) 14.8% for ROIC. Maximum thresholds, at or above which the maximum bonus amount will be paid, have also been set and respectively are: (i) $1.25 billion for EBITDA; (ii) $3.15 for EPS; (iii) $380 million for free cash flow; and (iv) 15.5% for ROIC. Achievements of performance goal levels between the minimum and maximum thresholds will result in interpolated bonus amounts.

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Equity Compensation

The Committee believes that equity compensation is an important component of performance-based compensation in that itits ability to directly alignsalign the interests of the named executive officers with those of stockholders. The Committee recognizes that the different types of equity compensation afford different benefits to the Company and the recipients. In the past, the Company utilized restricted shares as a primary equity compensation vehicle for executive officers. Currently, for the reasons

described below, the Company utilizes restricted stock units (“RSUs”) as the primary means of equity compensation. While the Company continues to make occasional stock option or restricted share grants, these generally are in unique, individual situations.

Restricted sharesstock and stock-settled RSUs are both “full value grants,” meaning that upon vesting the recipient is granted the full share, without paying an exercise price. In contrast to restricted stock, stock-settled RSUs may encourage retention of an ongoing interest in the Company’s performance, even after a RSU vests, by affording the opportunity for executives to defer receipt of, and taxation upon, the vested RSUs. Mr. Hicks, in particular, has deferred receipt of a substantial numbers of RSUs. Vested restricted shares cannot be deferred, so executives may have less of an incentive to hold the shares after vesting.

In 2006, all named2007, the Committee did not grant RSUs to any of the executive officers, were granted RSUs.other than Mr. Helvie alsoBarker. This decision reflected the Committee’s knowledge that the full Board, at the time of annual grant, was granted stock optionsconsidering commencing a publicly announced process to explore strategic alternatives in order to enhance stockholder value, including a possible sale of the Company. Combined with the fact that the Company’s executive RSU grants have typically included change in control provisions, the Committee believed it was not appropriate to issue new awards just prior to such an announcement. Mr. Barker received an award in connection with his initial employment with the Company, prior to hisApril 2007 promotion to controller andan executive officer position, but the Committee included a formula in his becomingaward limiting the number of RSUs that would vest if a named executive officer.change in control occurred soon thereafter.

 A

As was the Committee’s practice in 2006 with respect to the RSUs that were granted to all executives officers at that time (other than Mr. Helvie), a portion of the 2007 RSU grantsgrant to each named executive officer (other than Mr. Helvie)Barker vests based on continued employment and a portion vests based on achievement of specified performance goals, in each case over a three-year period. TheTypically, the relative portions that vest based on continued employment and performance goals, as well as the specific performance goals, vary based on thean executive’s functions and tenure with the Company. The Committee’s focus is to provide performance goals that compensate each executive for the Company’s performance in general, as well as goals that relate to specific functions over which the executive has more direct control, so as to reward the executive for his accomplishments. Mr. Helvie’s RSU grant, which was made in connection with his promotion to controller in 2006, vests after three years solely based on continued employment.

The performance goals applied to vesting of RSUs granted to Mr. Barker in 2006 are2007 were specified targets for earnings per share (“EPS”)EPS and return on invested capital (“ROIC”),ROIC, target reductions in selling, generalSG&A expenses as a percentage of annual revenues, and administrative expenses (“SG&A”),target savings achieved under the Company’s strategic sourcing initiative. These goals, other than the one related to strategic sourcing, were also used for the 2006 performance-based RSU grants to named executive officers, in addition to improvements in contractor supply gross margins and the redesign and implementation of certain financial programs and processes. The Committee considers the specified targets for EPS and ROIC to be indicators of overall Company performance, and applied them to all 2006 and 2007 performance-based RSU grants to the named executive officers. The other performance goals relate to specific aspects of the Company’s operations that the Company is focusing on and that the Committee believes should be encouraged and rewarded. These performance goals only apply to the specific named executive officers who have some responsibility and authority over the respective areas.

The Committee’s primary focus with respect to the EPS and ROIC measures was to establish targets for the Company at the end of a three-year period. Accordingly, the EPS and ROIC performance goals include “catch-up” provisions that permit vesting of RSUs if the targets are achieved in the third year, even if the specified annual targets wereare not achieved in one or both of the first two years. In contrast, the other performance goals are primarily annual goals, and accordingly they do not include a catch-up provision.

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