UNITED RENTALS INC /DE
DEFERRED COMPENSATION PLAN FOR DIRECTORS
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>3
<FILENAME>dex10a.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR DIRECTORS
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                                                                   EXHIBIT 10(a)

                              UNITED RENTALS, INC.

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

1.       Definitions
         -----------

   (a)      Account. The bookkeeping account established for each Participant as
            -------
            provided in Section 4.

   (b)      Administrator. The committee appointed pursuant to Section 8.
            ------------

   (c)      Company. United Rentals, Inc., a Delaware corporation.
            -------

   (d)      Company Stock. Common stock of the Company.
            -------------

   (e)      Directors' Fees. The cash amount payable to a Participant by the
            ---------------
            Company as fees for services rendered as a director of the Company.

   (f)      Effective Date. December 4, 2001.
            --------------

   (g)      Fee Deferrals. The portion of Directors' Fees that a Participant
            -------------
            elects to defer in accordance with Section 3.

   (h)      Fee Deferral Election. The separate written agreement, submitted to
            ---------------------
            the Administrator, by which a director agrees to participate in this
            Plan and make Fee Deferrals hereunder.

   (i)      Participant. A director of the Company who elects to defer receipt
            -----------
            of Directors' Fees hereunder and whose Account has not been fully
            distributed.

   (j)      Plan. The United Rentals, Inc. Deferred Compensation Plan for
            ----
            Directors.

   (k)      Plan Year. The twelve (12) month period beginning on the first day
            ---------
            of the calendar month in which the Company's annual shareholders'
            meeting is held.

   (l)      Restricted Stock. Company Stock that vests as provided in Section
            ----------------
            3(c).

2.       Participation
         -------------

   (a)      Eligibility for Participation. All non-employee directors of the
            -----------------------------
            Company are eligible to make Fee Deferrals hereunder.

   (b)      Commencement of Participation. A director becomes a Participant as
            -----------------------------
            of the date specified by the Administrator.

3.       Contributions
         -------------

   (a)      Fee Deferrals.
            -------------


            (i)    The Company shall credit to the Account of a Participant an
                   amount equal to the Director's Fees that would have been
                   payable to the Participant had Participant not signed a Fee
                   Deferral Election therefor. Such amounts shall not be made
                   available to such Participant, except as provided in Section
                   5, and shall reduce such Participant's compensation from the
                   Company in accordance with the provisions of the applicable

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                   Fee Deferral Election. All such amounts shall in any event be
                   subject to the rights of the general creditors of the Company
                   as provided in Section 7.

            (ii)   Directors shall deliver a Fee Deferral Election to the
                   Administrator before any Fee Deferrals become effective. Such
                   Fee Deferral Election shall be void with respect to any Fee
                   Deferral unless submitted before the beginning of the
                   calendar year during which the amount to be deferred will be
                   earned; provided, however, that in the year in which this
                   Plan is first adopted or a director is first eligible to
                   participate, such Fee Deferral Election may be filed within
                   30 days of the date on which this Plan is adopted or the date
                   on which the director is first eligible to participate,
                   respectively, with respect to compensation earned during the
                   remainder of the calendar year.

            (iii)  The Fee Deferral Election shall designate the amount of
                   compensation from the Company deferred by each Participant
                   and such other items as the Administrator may prescribe. Such
                   designations shall remain effective unless amended as
                   provided below. There shall be no maximum limit on the Fee
                   Deferrals permitted for each Participant.

            (iv)   A Participant may amend his or her Fee Deferral Election from
                   time to time, but only as to Director's Fees that were not
                   payable theretofore.

   (b)      Time of Credits. Fee Deferrals shall be credited to the Plan as soon
            ---------------
            as administratively feasible following each quarterly period for
            which fees are otherwise payable to the director.

   (c)      Vesting.
            -------

            (i)    A Participant shall have a nonforfeitable right to the Fee
                   Deferrals which are deemed invested in a money market account
                   or in Company Stock hereunder; provided, however, that all
                   such amounts shall be subject to the rights of the general
                   creditors of the Company as provided in Section 7. See
                   Section (ii) as to vesting provisions for Restricted Stock.

            (ii)   Vesting of Restricted Stock.





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                   (A) Fee Deferrals for any Participant that are deemed
                       invested in Restricted Stock shall be subject to the
                       rights of the general creditors of the Company as
                       provided in Section 7 and shall vest on the earliest to
                       occur of the following events, provided that no shares of
                       Restricted Stock shall vest on any date on which the
                       Participant does not serve as a director of the Company:

                       (1)  One-fifth on each of the first five anniversaries of
                            the date on which the Participant would otherwise
                            have received the Director's Fees that were deemed
                            invested in Restricted Stock;

                       (2)  The date of Participant's death or permanent
                            disability while serving as a director of the
                            Company. Participant shall be deemed to be
                            permanently disabled if for a period of six
                            consecutive months Participant is unable to serve as
                            a director of the Company because of illness or
                            physical or mental disability or other incapacity;
                            and

                       (3)  The date of the occurrence of a Change of Control.

                   (B) A "Change of Control" shall be deemed to have occurred
                       if:

                       (1)  any "person" is or becomes a "beneficial owner" (as
                            defined in Rule 13d-3 under the Securities Exchange
                            Act of 1934 (the "Act") directly or indirectly, of
                            securities of United Rentals, Inc. representing 50%
                            or more of the total voting power represented by
                            then outstanding voting securities of United
                            Rentals, Inc., or has the power (whether as a result
                            of stock ownership, revocable or irrevocable
                            proxies, contract or otherwise) or ability to elect
                            or cause the election of directors consisting at the
                            time of such election of a majority of the Board.
                            The term "persons" is defined in Section 13(d) of
                            the Act, except that the term "person" shall not
                            include:

                            (a) any person or an Affiliate of such person who as
                                of of December 4, 2001 owned 10% or more of the
                                total voting power represented by the
                                outstanding voting securities of the Company;
                                and

                            (b) a trustee or other fiduciary holding securities
                                under any employee benefit plan of the Company
                                or a corporation which is owned directly or
                                indirectly by the stockholders of the Company in
                                substantially the same percentage as their
                                ownership in the Company; or

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                       (2)  the stockholders of United Rentals, Inc. approve a
                            merger of United Rentals, Inc., or a plan of
                            complete liquidation of United Rentals, Inc., or an
                            agreement for the sale or disposition by United
                            Rentals, Inc. of all or substantially all of its
                            assets, or any other business combination of United
                            Rentals, Inc. with any other corporation, other than
                            any such merger or business combination which would
                            result in the voting securities of United Rentals,
                            Inc. outstanding immediately prior thereto
                            continuing to represent (either by remaining
                            outstanding or by being converted into voting
                            securities of the surviving entity) at least 50% of
                            the total voting power represented by the voting
                            securities of United Rentals, Inc. or such surviving
                            entity outstanding immediately after such merger or
                            business combination.

                   (C) An "Affiliate" of a person is a person that controls, is
                       controlled by, or is under common control with such
                       person.

            (iii)  Forfeiture. A Participant's shares of Restricted Stock shall
                   be forfeited if, before such shares of Restricted Stock are
                   vested under this Section, Participant ceases to be a
                   director of the Company for any reason other than death or
                   permanent disability as defined above, whether for cause or
                   without cause, or for good reason, or for no reason, or by
                   reason of the failure of the Board or of the Company to
                   nominate Participant for election as a director, or
                   Participant's resignation or otherwise.

4.       Accounts
         --------

   (a)      Bookkeeping Accounts.
            --------------------

            (i)    The Administrator shall establish and maintain a bookkeeping
                   account in the name of each Participant. The Administrator
                   may also establish any subaccounts that it feels may be
                   appropriate.

            (ii)   Each Participant's Account shall be credited with Fee
                   Deferrals (as specified in the Participant's Fee Deferral
                   Election) and any earnings or losses on the foregoing. Each
                   Participant's Account shall be reduced by any distributions
                   made plus any federal and state tax withholding as may be
                   required by law.

   (b)      Investments, Gains and Losses.
            -----------------------------

            (i)    By written investment directions to the Administrator, each
                   Participant shall direct the deemed investment of his or her
                   Account among the investment funds available under this Plan.
                   Unless modified by the Administrator, the deemed investment
                   funds shall consist of a money market fund selected by the
                   Administrator or shares of Company Stock or Restricted Stock.
                   For each investment which is based on Company Stock the
                   Participant's Account shall be credited with a number of
                   shares of Company Stock equal to (a) the Directors' Fees that
                   would have been paid in cash in the absence of the applicable
                   Fee Deferral, divided by (b) the market value of a share of
                   Company Stock at the close of business on such date. For each
                   investment which is based on Restricted Stock the
                   Participant's Account shall be credited with a number of
                   shares of Restricted Stock equal to (a) 120% of the
                   Directors' Fees that would have been paid in cash in the
                   absence of the applicable Fee Deferral, divided by (b) the
                   market value of a share of Company Stock at the close of
                   business on such date. Credits of Company Stock and
                   Restricted Stock shall be in the form of bookkeeping entries;
                   no actual shares of Company Stock or Restricted Stock shall
                   be issued except as provided in Section 5.

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            (ii)   Notwithstanding subsection (b)(i), the Administrator is not
                   obligated to follow any investment instruction received by a
                   Participant pursuant to subsection (b)(i).

            (iii)  Notwithstanding anything to the contrary in this Plan, no
                   Participant may make further investments under the Plan in
                   shares of Company Stock and Restricted Stock once
                   Participants in the aggregate have invested in a total of
                   75,000 shares of Company Stock and Restricted Stock under the
                   Plan.

   (c)      The Administrator shall adjust the amounts credited to each
            Participant's Account to reflect Fee Deferrals, investment
            experience, distributions and any other appropriate adjustments.
            Such adjustments shall be made as frequently as is administratively
            feasible.

5.       Distributions
         -------------

   (a)      Payment.
            -------

            (i)    Except as otherwise provided herein, lump sum payments of
                   vested amounts to a Participant shall be made on the first
                   day of the month immediately following the date that the
                   Participant terminates service as a director of the Company
                   or such other date as may be specified in the Fee Deferral
                   Election. Payment of amounts deemed invested in a money
                   market account shall be paid in cash. Payment of amounts
                   deemed invested in Company Stock shall be paid in Company
                   Stock. Payment of vested amounts deemed invested in
                   Restricted Stock shall be paid in Company Stock.

            (ii)   The Administrator may permit an early distribution of part or
                   all of any vested deferred amounts; provided, however, that
                   such distribution shall be made only if the Administrator, in
                   its sole discretion, determines that the Participant has
                   experienced an unforeseen emergency that is caused by an
                   event beyond the control of the Participant and that would
                   result in severe financial hardship to the Participant if
                   early distribution were not permitted. Any distribution
                   pursuant to this subsection is limited to the amount
                   necessary to meet the hardship.

            (iii)  Upon the death of a Participant, all vested amounts credited
                   to his or her Account shall be paid to his or her beneficiary
                   or beneficiaries, as determined under Section 6.

   (b)      Transferability.
            ---------------

            (i)    Each Participant is deemed to represent, and as a condition
                   to the receipt of any distribution will be required to
                   represent, that he or she will acquire Company Stock or
                   Restricted Stock for Participant's own account and not on
                   behalf of others.

            (ii)   Participant's rights hereunder are not transferable by the
                   Participant, whether by sale, assignment, exchange, pledge,
                   or hypothecation, or by operation of law or otherwise.

            (iii)  Whether or not the Company Stock or Restricted Stock have
                   vested, Federal and state securities laws govern and restrict
                   the right to offer, sell or otherwise dispose of any Company
                   Stock or Restricted Stock unless otherwise covered by a Form
                   S-8 or unless the offer, sale or other disposition thereof is
                   otherwise registered under the Securities Act of 1933, as
                   amended, (the "1933 Act") and state securities laws or, in
                   the opinion of the Company's counsel, such offer, sales or
                   other disposition is exempt from registration thereunder. The
                   Company is not required to file a Form S-8 or any other
                   registration statement. Participant will in no event offer,
                   sell or otherwise dispose of any Company Stock or Restricted
                   Stock in any manner which would: (i) require the Company to
                   file any registration statement (or similar filing under
                   state laws) with the Securities and Exchange Commission or to
                   amend or

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<PAGE>

                   supplement any such filing or (ii) violate or cause the
                   Company to violate the 1933 Act, the rules and regulations
                   promulgated thereunder or any other state or federal law.
                   Stock certificates representing the Company Stock or
                   Restricted Stock shall bear a legend (the "1933 Act Legend")
                   in substantially the following form, in addition to the
                   Vesting Legend, the Brokerage Legend and any other legends
                   that may be required under federal or state securities laws:
                   The securities represented by this certificate have not been
                   registered pursuant to the Securities Act of 1933, as amended
                   (the "Act"), or any state securities law, and such securities
                   may not be sold, transferred or otherwise disposed of unless
                   the same are registered and qualified in accordance with the
                   Act and any applicable state securities laws, or in the
                   opinion of counsel satisfactory to the Company such
                   registration and qualification are not required.

            (iv)   The Company shall not be required to transfer on its books
                   any of the Company Stock or Restricted Stock that shall have
                   been sold or transferred in violation of any of the
                   provisions set forth in this Agreement, or to treat any
                   transferee to whom such shares have been so sold or
                   transferred as a stockholder of the Company.

   (c)      No Rights as a Stockholder. Until Participant receives a certificate
            for Company Stock or Restricted Stock, Participant shall not be
            entitled to any rights of a stockholder with respect to such shares.
            Without limiting the generality of the foregoing, Participant shall
            not have the right to vote the Company Stock or Restricted Stock and
            to receive dividends and/or other distributions declared on such
            shares.

6.       Beneficiaries
         -------------

   (a)      Beneficiaries. Each Participant may from time to time designate one
            -------------
            or more persons (who may be any one or more members of such
            Participant's family or other persons, administrators, trusts,
            foundations or other entities) as his or her beneficiary under this
            Plan. Such designation shall be made on a form prescribed by the
            Administrator. Each Participant may at any time and from time to
            time, change any previous beneficiary designation, without notice to
            or consent of any previously designated beneficiary, by amending his
            or her previous designation on a form prescribed by the
            Administrator. If the beneficiary does not survive the Participant
            (or is otherwise unavailable to receive payment) or if no
            beneficiary is validly designated, then the amounts payable under
            this Plan shall be paid to the Participant's surviving spouse, if
            any, and, if none, to the Participant's estate and such person shall
            be deemed to be a beneficiary hereunder. If more than one person is
            the beneficiary of a deceased Participant, each such person shall
            receive a pro rata share of any death benefit payable unless
            otherwise designated on the applicable form. If a beneficiary who is
            receiving benefits dies, all benefits that were payable to such
            beneficiary shall then be payable to the estate of that beneficiary.

   (b)      Lost Beneficiary.
            ----------------

            (i)    All Participants and beneficiaries shall have the obligation
                   to keep the Administrator informed of their current address
                   until such time as all benefits due have been paid.

            (ii)   If a Participant or beneficiary cannot be located by the
                   Administrator exercising due diligence, then, in its sole
                   discretion, the Administrator may presume that the
                   Participant or beneficiary is deceased for purposes of this
                   Plan and all unpaid amounts (net of due diligence expenses)
                   owed to the Participant or beneficiary shall be paid
                   accordingly or, if a beneficiary cannot be so located, then
                   such amounts may be forfeited. Any such presumption of death
                   shall be final, conclusive and binding on all parties.

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7.       Funding
         -------

   (a)      Prohibition Against Funding. Should any investment be acquired in
            ---------------------------
            connection with the liabilities assumed under this Plan, it is
            expressly understood and agreed that the Participants and
            beneficiaries shall not have any right with respect to, or claim
            against, such assets nor shall any such purchase be construed to
            create a trust of any kind or a fiduciary relationship between the
            Company and the Participants, their beneficiaries or any other
            person. Any such assets (including any amounts deferred by a
            Participant) shall be and remain a part of the general, unpledged,
            unrestricted assets of the Company, subject to the claims of its
            general creditors. It is the express intention of the parties hereto
            that this arrangement shall be unfunded. Each Participant and
            beneficiary shall be required to look to the provisions of this Plan
            and to the Company for enforcement of any and all benefits due under
            this Plan, and to the extent any such person acquires a right to
            receive payment under this Plan, such right shall be no greater than
            the right of any unsecured general creditor of the Company. The
            Company shall be designated the owner and beneficiary of any
            investment acquired in connection with its obligation under this
            Plan.

8.       Administration of the Plan
         --------------------------

   (a)      Committee as Administrator. The Compensation Committee (or any other
            --------------------------
            committee designated by the Board of Directors) shall be the
            Administrator. The committee shall consist of such individuals,
            corporations or other entities as the Company shall from time to
            time appoint.

   (b)      Actions Taken by the Committee. All resolutions or other actions
            ------------------------------
            taken by the committee at a meeting shall be by the affirmative vote
            of a majority of those present at the meeting. More than half of the
            members must be present to constitute a quorum for a meeting. Any
            member of the committee may sign any document or instrument
            requiring the signature of the committee or otherwise act on behalf
            of the committee, unless otherwise directed by the committee. The
            committee may adopt such additional rules of procedures and conduct
            as it deems appropriate.

   (c)      Duties of the Committee. The committee shall undertake all duties
            -----------------------
            assigned to it under the Plan and shall undertake all actions,
            express or implied, necessary for the proper administration of the
            Plan. All actions and decisions of the committee shall be made in
            its sole discretion, unless expressly otherwise provided in the
            Plan. The committee's duties and responsibilities include, but are
            not limited to, the following:

            (i)    adopting and enforcing such rules and regulations that it
                   deems necessary or appropriate for the administration of the
                   Plan in accordance with applicable law;

            (ii)   interpreting the Plan, in its sole discretion, with its good
                   faith interpretation thereof to be final and conclusive on
                   any Participant, former Participant, beneficiary or other
                   party;

            (iii)  deciding all questions concerning the Plan, including the
                   eligibility of any person to participate in the Plan in
                   accordance with the Plan provisions;

            (iv)   computing the amounts to be distributed to any Participant,
                   former Participant or beneficiary in accordance with the
                   provisions of the Plan, determining the person or persons to
                   whom such amounts will be distributed and determining when
                   such amounts will be distributed;

            (v)    authorizing the payment of distributions;

            (vi)   keeping such records and submitting such filings, elections,
                   applications, returns or other documents or forms as may be
                   required under the Code and applicable regulations, or under
                   other federal, state or local law and regulations; and

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<PAGE>

            (vii)  appointing such agents, counsel, accountants and consultants
                   as may be required to assist in administering the Plan.

   (d)      Expenses. All expenses of Plan administration and operation,
            --------
            including the fees of any agents or counsel employed and including
            any expenses attributable to a termination of the Plan, shall be
            paid by the Company. To the extent that the Company may be liable
            for withholding tax, the Administrator, in its sole discretion, may
            charge such expenses to the benefits due to the applicable
            Participant or beneficiary.

9.       General Provisions
         ------------------

   (a)      No Assignment. Benefits or payments under this Plan shall not be
            -------------
            subject in any manner to anticipation, alienation, sale, transfer,
            assignment, pledge, encumbrance, attachment, or garnishment by
            creditors of the Participant or the Participant's beneficiary,
            whether voluntary or involuntary, and any attempt to so anticipate,
            alienate, sell, transfer, assign, pledge, encumber, attach or
            garnish the same shall not be valid, nor shall any such benefit or
            payment be in any way liable for or subject to the debts, contracts,
            liabilities, engagement or torts of any Participant or beneficiary,
            or any other person entitled to such benefit or payment pursuant to
            the terms of this Plan, except to such extent as may be required by
            law. If any Participant or beneficiary or any other person entitled
            to a benefit or payment pursuant to the terms of this Plan becomes
            bankrupt or attempts to anticipate, alienate, sell, transfer,
            assign, pledge, encumber, attach or garnish any benefit or payment
            under this Plan, in whole or in part, or if any attempt is made to
            subject any such benefit or payment, in whole or in part, to the
            debts, contracts, liabilities, engagements or torts of the
            Participant or beneficiary or any other person entitled to any such
            benefit or payment pursuant to the terms of this Plan, then such
            benefit or payment, in the discretion of the Administrator, shall
            cease and terminate with respect to such Participant or beneficiary,
            or any other such person.

   (b)      Amendment and Termination.
            -------------------------

            (i)    Except as otherwise provided in this Section 9(b), the
                   Company shall have the sole authority to modify, amend or
                   terminate this Plan; provided, however, that any modification
                   or termination of this Plan shall not reduce, alter or
                   impair, without the consent of a Participant, a Participant's
                   right to any amounts already credited to his or her Account
                   on the day before the effective date of such modification or
                   termination. Following such termination, payment of such
                   credited amounts may be made in a single-sum payment if the
                   Company so designates. Any such decision to pay in a single
                   sum shall apply to all Participants.

            (ii)   Any funds remaining in the Plan after termination of this
                   Plan and satisfaction of all liabilities to Participants and
                   others shall be returned to the Company.

   (c)      Construction. All questions of interpretation, construction or
            ------------
            application arising under or concerning the terms of this Plan shall
            be decided by the Administrator, in its sole and final discretion,
            whose decision shall be final, binding and conclusive upon all
            persons.

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<PAGE>

          UNITED RENTALS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

                              FEE DEFERRAL ELECTION

Name: ___________________________   Social Security Number:_______________

1.   Deferral of Fees. I hereby elect to participate in the United Rentals, Inc.
     ----------------
     Deferred Compensation Plan for Directors (the "Plan") by deferring receipt
     of _______% of my directors fees received from the Company beginning
     _________________ (date) and continuing until further notice.

2.   I acknowledge that I have received a copy of the Plan and that I understand
     the risks of making this deferral election. I further understand that such
     deferred amounts will be tracked in a bookkeeping account and will remain
     subject to the claims of the Company's creditors until such amounts are
     distributed to me. I also make the representation referred to in Section
     5(b) of the Plan.

3.   Deemed Investments. I hereby request that the Plan Administrator credit my
     ------------------
     deferred amounts as follows. I understand that the Administrator is under
     no obligation to follow these investment instructions:

                (i)      Money Market Account:              _____________%
                (ii)     Company Stock:                     _____________%
                (iii)    Restricted Stock:                  _____________%

4.   Distributions. Amounts deemed invested in a money market account shall be
     -------------
     paid in cash and amounts deemed invested in restricted or nonrestricted
     Company stock shall be paid in stock. I understand that I will receive the
     vested amounts deferred under the Plan in a lump sum when I terminate my
     service as a director unless I specify a different date. I understand the
     restrictions on transferability set forth in the Plan.

5.   Death Benefits. I hereby designate the following person(s) to receive any
     --------------
     death benefits under the Plan:

Beneficiary Name:________________________________    Relationship:_____________

Address:______________________________________________________________________

Telephone Number:_____________________________________________________________



---------------------                       ------------------------------------
Date                                                Signature of Director

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