<PAGE>

              AMENDED AND RESTATED SIDE AGREEMENT

      This  Amended and Restated Side Agreement (the "Agreement")
is entered into as of June 1, 1997, by and among AMERCO, a Nevada
corporation  ("AMERCO"),  Blue  Ridge  Investments,   L.L.C.,   a
Delaware   limited   liability  company   ("Blue   Ridge"),   and
NationsBank    Corporation,   a   North   Carolina    corporation
("NationsBank").

      WHEREAS,  AMERCO  and  Blue Ridge have  entered  into  that
certain Series B Preferred Stock Purchase Agreement dated  as  of
August  30, 1996 (the "Stock Purchase Agreement"), providing  for
the  purchase  by  Blue Ridge from AMERCO of shares  of  AMERCO's
Series   B   Preferred  Stock,  no  par  value  (the  "Series   B
Preferred"),  and  certain other agreements and  transactions  on
August 30, 1996 and October 1, 1996 (the Stock Purchase Agreement
and  such  other  agreements  and transactions  are  collectively
referred  to  herein as the "Transaction"), as  revised  by  that
certain  Side Agreement dated as of October 29, 1996  (the  "Side
Agreement") and letter agreements dated as of December  26,  1996
and March 25, 1997 (the "Letter Agreements");

      WHEREAS, Blue Ridge (or any subsequent holder of the Series
B  Preferred)  has the right to convert, upon the  occurrence  of
certain  events  described in the Certificate of  Designation  of
Preferences and Rights of Series B Preferred Stock of AMERCO (the
"Certificate of Designation"), all of the Series B Preferred into
4,000,000  shares  (subject to adjustment) of AMERCO's  Series  B
Common  Stock  or all of the shares of capital stock  of  Picacho
Peak Investments Co., a Nevada corporation ("Picacho");

      WHEREAS,  pursuant to the Certificate of Designation,  Blue
Ridge  (or any subsequent holder of the Series B Preferred)  also
has  the  right  to convert the Series B Preferred  as  described
above  on August 31, 1997 and during the first ten business  days
of each fiscal quarter beginning after August 31, 1997;

      WHEREAS,  the provisions of the Certificate of  Designation
permitting  conversion of the Series B Preferred into Picacho  on
August  31, 1997 and during the first ten business days  of  each
fiscal quarter beginning after August 31, 1997 would result in an
adverse accounting treatment of the Transaction;

      WHEREAS, AMERCO has advised Blue Ridge that Picacho desires
to  make  one or more  loans (individually and collectively,  the
"Loan")   to  AMERCO  in  the  aggregate  principal   amount   of
$50,000,000,  which Loan requires the consent of Blue  Ridge  and
NationsBank;

      WHEREAS, the parties desire to amend and restate  the  Side
Agreement for the purpose of continuing certain of the agreements
contained  in the Side Agreement, amending certain other  of  the
agreements  contained in the Side Agreement and adding additional
agreements to those contained in the Side Agreement;

      NOW,  THEREFORE, in consideration of the premises and other
good  and valuable consideration, the receipt and sufficiency  of
which  are  hereby  acknowledged, the  parties  hereto  agree  as
follows:
<PAGE>
      1.    The  Side  Agreement and the  Letter  Agreements  are
terminated and replaced in their entirety by this Agreement.  All
capitalized  terms  used  in  this  Agreement,  unless  otherwise
defined  herein, shall have the same meaning as in Stock Purchase
Agreement.

      2.   Blue Ridge and NationsBank agree that, notwithstanding
the   provisions   of  Section   3(a)  of  the   Certificate   of
Designation,  neither party shall convert,  pursuant  to  Section
3(a)(i)  or  Section 3(a)(ii) of the Certificate of  Designation,
the  Series B Preferred into any or all of the capital  stock  of
Picacho  or  into any shares of AMERCO's Series B  Common  Stock.
Nothing   in   this  Agreement  shall  limit  Blue   Ridge's   or
NationsBank's ability to convert the Series B Preferred under any
provision other than Section 3(a)(i) or Section 3(a)(ii)  of  the
Certificate of Designation.

      3.    AMERCO,  Blue Ridge and NationsBank  agree  that,  in
addition to the provisions of Section 3(a) of the Certificate  of
Designation, Blue Ridge and NationsBank (or any subsequent holder
of the Series B Preferred) shall have the right to convert any or
all  of  the Series B Preferred into shares of AMERCO's Series  B
Common  Stock  (a)  on January 1, 1998 and for 10  Business  Days
after  January 1, 1998; (b) on July 1, 1998 and for  10  Business
Days  after July 1, 1998; and (c) on December 1, 1998 and for  10
Business Days after December 1, 1998.

      4.    AMERCO,  Blue Ridge and NationsBank  agree  that  the
provisions  of  the Summary of Indicative Terms  and  Conditions,
attached  to that certain letter from NationsBank of Texas,  N.A.
to  AMERCO dated July 16, 1996,  creating any obligation  of  the
Arranger  (as defined therein) to rebate any portion of its  fees
are hereby deleted, voided and rendered unenforceable.

      5.    Blue Ridge and NationsBank agree that, as a condition
of  any transfer of the Series B Preferred to a third party, such
third  party  shall  agree  to be bound  by  the  terms  of  this
Agreement.  Blue Ridge and NationsBank agree to the placement  of
the  following  legend on the stock certificate representing  the
Series B Preferred:

     "The securities evidenced hereby are subject to the terms of
that  certain Amended and Restated Side Agreement,  dated  as  of
June  1,  1997,  which limits the ability of the  holder  of  the
securities to convert the securities."

      6.    AMERCO, Blue Ridge and NationsBank agree that Section
4.8  of  the  Stock Purchase Agreement is deleted and amended  to
read in its entirety as follows:

            4.8    Ownership  and  Operation  of  Picacho.    The
                   --------------------------------------
Corporation will:

                (a)   at  all  times own all of  the  outstanding
shares,  and  all  interest in the revenues, income,  assets  and
business, of Picacho (except in the event of a conversion of  the
Series B Preferred into the shares of Picacho);

                (b)   cause  Picacho to engage in no business  or
operations  and  incur  no liabilities or obligations  except  as
permitted by its Articles of Incorporation;
<PAGE>
                (c)   cause the Corporation at all times to  have
sufficient funds legally available for redemption of all  of  the
Series B Preferred;

                (d)  cause Picacho at all times to invest all  of
its assets with an investment manager satisfactory to the Holder,
provided that Picacho may loan to AMERCO from Picacho's assets up
to $50,000,000 in principal amount outstanding from time to time,
which  amount  is not required to be invested with an  investment
manager satisfactory to the Holder during the period that  it  is
loaned to AMERCO;

                (e)   cause  Picacho at all times to  maintain  a
stockholders' equity of at least the product of (i) the number of
shares  of Series B Preferred outstanding and (ii) the Conversion
Value.

                (f)   cause  Picacho to maintain its Articles  of
Incorporation and Bylaws in effect as at June 1, 1997.

      7.    AMERCO,  Blue Ridge and NationsBank  agree  that  the
Letter  Agreement dated as of August 30, 1996 between NationsBank
of  Texas,  N.A.  and  Picacho Peak  Investments  Co.  is  to  be
terminated  and  replaced by a letter in substantially  the  form
attached to this Agreement as Exhibit A.

      8.    AMERCO agrees that:

           (a)   The changes in the Transaction effected by  this
Agreement  shall  not be deemed a consent to  the  amendment  of,
departure  from or waiver of (i) any of the covenants in  Section
4.8  of  the  Stock  Purchase Agreement, except  as  specifically
stated in Section 6 of this Agreement; (ii) any other covenant or
condition  in  any Transaction Document; or (iii)  any  Event  of
Noncompliance that otherwise may arise as a result of  the  Loan.
The  failure  to comply with any of the covenants  or  conditions
contained in any Transaction Document shall constitute  an  Event
of Noncompliance;

           (b)   Except as specifically set forth herein, all terms
and  provisions of the Transaction Documents, all rights of  Blue
Ridge  and NationsBank and all obligations of AMERCO and  Picacho
thereunder  shall remain in full force and effect,  are  ratified
and  confirmed in all respects, and shall continue to  be  legal,
valid, binding and enforceable in accordance with their terms;

           (c)   Before  any Loan is made by Picacho  to  AMERCO,
AMERCO  will provide Blue Ridge and NationsBank a certificate  of
an authorized officer to the effect that:

                 (i)      immediately before and upon making  the
Loan,  the  representations  and warranties  made  by  AMERCO  in
Section  2 of the Stock Purchase Agreement are and will  continue
to  be true and correct in all material respects at and as of the
date the Loan is made;
<PAGE>
                (ii)      immediately before and upon making  the
Loan, all covenants, agreements, and conditions contained in  the
Stock Purchase Agreement to be performed by AMERCO on or prior to
the  date  the Loan is made have been performed or complied  with
and  will  continue  to  be performed or  complied  with  in  all
material respects; and

                (iii)      the making of the Loan has  been  duly
authorized  by  all necessary action on the part  of  AMERCO  and
Picacho and does not and will not:  (A) violate any provision  of
law   applicable  to  AMERCO  or  Picacho,  the  certificate   of
incorporation  or  bylaws  of AMERCO or  Picacho  or  any  order,
judgment, or decree of any court or agency of government  binding
upon AMERCO or Picacho; (B) conflict with, result in a breach  of
or  constitute  (with due notice or lapse  of  time  or  both)  a
default  under any material contractual obligation of  AMERCO  or
Picacho;  (C) result in or require the creation or imposition  of
any  material lien upon any of the properties or assets of AMERCO
or  Picacho; or (D) require any approval or consent of any Person
under  any  material contractual obligation of AMERCO or  Picacho
except for such approvals and consents which have been obtained.

           (e)   AMERCO will repay the Loan in full on or  before
December  1,  1998 and Picacho will deliver the amounts  received
from  such repayment directly to NationsBank of Texas,  N.A.  for
investment  in accordance with the Investment Letter attached  as
Exhibit  A to this Agreement, subject to conversion or redemption
of the Series B Preferred.

           (d)   The failure of AMERCO or Picacho to comply  with
any of the covenants contained in this Agreement shall constitute
an Event of Noncompliance.

      9.    TO INDUCE BLUE RIDGE AND NATIONSBANK TO AGREE TO  THE
TERMS  OF THIS AGREEMENT, AMERCO REPRESENTS AND WARRANTS THAT  AS
OF  THE  DATE  OF ITS EXECUTION OF THIS AGREEMENT  THERE  ARE  NO
CLAIMS  OR  OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS  TO  ITS
OBLIGATION  UNDER  THE TRANSACTION DOCUMENTS  AND  IN  ACCORDANCE
THEREWITH IT WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES OR
COUNTERCLAIMS,  WHETHER KNOWN OR UNKNOWN, ARISING  PRIOR  TO  THE
DATE OF ITS EXECUTION OF THIS AGREEMENT.

      10.  AMERCO also represents and warrants to Blue Ridge  and
NationsBank  that the following statements are true, correct  and
complete:

           (a)   after giving effect to this Agreement, no Event of
Noncompliance has occurred and is continuing;

           (b)   after  giving  effect  to  this  Agreement,  the
representations  and  warranties set  forth  in  the  Transaction
Documents are true and correct in all material respects on and as
of  the date hereof with the same effect as though made on and as
of  such  date  except  with respect to any  representations  and
warranties limited by their terms to a specific date; and
<PAGE>
           (c)   the execution, delivery and performance of  this
Agreement has been duly authorized by all necessary action on the
part  of  AMERCO  and  does not and will not:   (1)  violate  any
provision of law applicable to AMERCO or Picacho, the certificate
of  incorporation or bylaws of AMERCO or Picacho  or  any  order,
judgment, or decree of any court or agency of government  binding
upon AMERCO or Picacho; (2) conflict with, result in a breach  of
or  constitute  (with due notice or lapse  of  time  or  both)  a
default  under any material contractual obligation of  AMERCO  or
Picacho;  (3) result in or require the creation or imposition  of
any  material lien upon any of the properties or assets of AMERCO
or  Picacho; or (4) require any approval or consent of any Person
under  any  material contractual obligation of AMERCO or  Picacho
except for such approvals and consents which have been obtained.

      11.   Blue Ridge and NationsBank agree to execute and deliver
such  further  agreements and instruments, and take such  further
action  as may be requested by AMERCO to carry out the provisions
and  purposes  of  this  Agreement and to  cause  all  subsequent
holders  of  the Series B Preferred to be bound by the  terms  of
this Agreement.

      12.   AMERCO agrees to pay (or cause to be paid) all  costs
and expenses of Blue Ridge and NationsBank in connection with the
preparation,  negotiation,  execution,  and  delivery   of   this
Agreement  and  all other instruments, documents, and  agreements
executed  and  delivered pursuant to or in connection  with  this
Agreement,  as  provided in Section 9.1  of  the  Stock  Purchase
Agreement.   Concurrently with the execution of  this  Agreement,
AMERCO has paid to NationsBank of Texas, N.A. or its affiliate  a
fee of $1,000,000

      13.   THIS  AGREEMENT EMBODIES THE FINAL, ENTIRE  AGREEMENT
AMONG  THE  PARTIES  HERETO  AND SUPERSEDES  ANY  AND  ALL  PRIOR
COMMITMENTS,   AGREEMENTS,  REPRESENTATIONS  AND   UNDERSTANDINGS
WHETHER  WRITTEN OR ORAL RELATING TO THE SUBJECT  MATTER  HEREOF,
AND  MAY  NOT  BE  CONTRADICTED OR VARIED BY EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR  DISCUSSIONS  OF
THE PARTIES HERETO.

      14.   This Agreement shall be governed by and construed  in
accordance with the internal laws of the State of North  Carolina
without regard to conflicts of law principles.

      15.   This  Agreement  may  be  executed  in  one  or  more
counterparts and in telecopied counterparts, each of which  shall
be  deemed an original but all of which together shall constitute
one and the same agreement.
<PAGE>
      The  foregoing Agreement is hereby executed as of the  date
first above written.

                              AMERCO


                              By:  /S/ GARY V. KLINEFELTER
                                 ----------------------------
                              Name: GARY V. KLINEFELTER
                                   --------------------------
                              Title: SECRETARY
                                    -------------------------

                              BLUE RIDGE INVESTMENTS, L.L.C.


                              By: /S/ GEORGE C. CARP
                                 ----------------------------
                              Name: GEORGE C. CARP
                                   --------------------------
                              Title: VP FINANCE
                                    -------------------------

                              NATIONSBANK CORPORATION


                              By: /S/ JOHN E. MACK
                                 ----------------------------
                              Name: JOHN E. MACK
                                   --------------------------
                              Title: SR. VICE PRESIDENT, TREASURER
                                    -------------------------