Exhibit 10.13
 AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
SOVRAN ACQUISITION LIMITED PARTNERSHIP
     Series B Units
   Designation and Amount




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Ranking
 Distribution of Available
Cash
 th




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Liquidation Preference




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Redemption




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Procedures for Redemption, Limitations on
Redemption




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Voting Rights
 Conversion
 Preemptive Rights
 Status of Redeemed and Reacquired Series B Units
 Severability




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th
   By
    
    /s/ David L. Rogers

David L. Rogers, Chief Financial Officer




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Number of
    
    
    Percentage InterestPartners Names and Addresses

    
    Units
    
    
    in the PartnershipSeries B UnitsSovran Self Storage, Inc.
    
    
    1,200,0005166 Main Street
Williamsville, NY 14221Partnership Units1.
    
    General Partner:
    
    
    219,566.71
    
    
    
    1.6437
    %Sovran Holdings, Inc.
5166 Main Street
Williamsville, NY 142212.
    
    Limited Partner(s):
    
    
    12,285,761.29
    
    
    
    91.9706Sovran Self Storage, Inc.
5166 Main Street 
Williamsville, NY 142213.
    
    Thomas S. Hinkel
    
    
    6327.8
    
    
    
    0.0474942 Creek Drive
Annapolis, MD 214034.
    
    Hinkel Investment Limited
    
    
    12,459.37
    
    
    
    0.0933942 Creek Drive
Annapolis, MD 214035.
    
    Harold Samloff
    
    
    60,571.425
    
    
    
    0.4534400 University Avenue
Rochester, NY 146076.
    
    Laurence C. Glazer
    
    
    60,571.425
    
    
    
    0.4534400 University Avenue
Rochester, NY 146077.
    
    Montague-Betts Company
    
    
    214,974.5
    
    
    
    1.6093P.O. Box 11929
Lynchburg, VA 245068.
    
    D.W.B. Associates
    
    
    28,953.02
    
    
    
    0.2167P.O. Box 11929
Lynchburg, VA 24506




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Number of
    
    
    Percentage InterestPartners Names and Addresses
    
    Units
    
    
    in the Partnership9.
    
    D. Joseph Snyder & Beverly
B. Snyder
    
    
    19,917.01
    
    
    
    0.1491as tenants in common
5700 Sloop Court
New Bern, NC 2856010.
    
    Frank M. Bingman
    
    
    19,917.01
    
    
    
    0.1491565 Brentwater Road
Camp Hill, PA 1701111.
    
    Morgan S. Whiteley
    
    
    9,958.50
    
    
    
    0.074511714 Amkin Drive
Clifton, VA 2202412.
    
    Marlene Whiteley
    
    
    9,958.50
    
    
    
    0.074511714 Amkin Drive
Clifton, VA 2202413.
    
    Charles F. Waldner, Jr. and
    
    
    323,454.67
    
    
    
    2.4214Marjorie W. Waldner
1600 South Dixie Highway #1C
Boca Raton, FL 3348214.
    
    R. Scott Morrison, Jr. Trust
    
    
    40,859.03
    
    
    
    0.3059243 N.E. Fifth Avenue
Delray Beach, FL 3348315.
    
    Charles E. Waldner, Jr.
    
    
    36,948.33
    
    
    
    0.2765P.O. Box 1240
Boca Raton, FL 33429-124016.
    
    Marjorie Waldner
    
    
    4,255.70
    
    
    
    0.3191869 Sabel Palm Drive
Boca Raton, FL 3342317.
    
    Bradley & Janice Middlebrook
    
    
    3,910.70
    
    
    
    0.02931801 Royal Palm Way
Boca Raton, FL 33432-7443




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AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP OF
SOVRAN ACQUISITION LIMITED PARTNERSHIP
      Exhibit F




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SOVRAN HOLDINGS, INC.
GENERAL PARTNERBy:
Name:
    
    /s/ Kenneth F. Myszka

Kenneth F. MyszkaTitle:
    
    President and Chief Operating Officer




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EXHIBIT F
 PARTNERSHIP UNIT DESIGNATION OF THE SERIES C
PARTNERSHIP PREFERRED UNITS OF
SOVRAN ACQUISITION LIMITED PARTNERSHIP
 1) . Number of Units and Designation.
  2) . Definitions.
  Agreement
 Call Date Exhibit F
 Change of Control
 (i)
    
    the acquisition, directly or indirectly, by any individual or
entity or group (as such term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (Exchange Act) of beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act, except that such individual or
entity shall be deemed to have beneficial ownership of all shares that any such
individual or entity has the right to acquire, whether such right is exercisable
immediately or only after passage of time) of more than 25% of the voting power,
under ordinary circumstances, to elect directors of Sovran or more than 25% of
the equity interests in the Partnership;(ii)
    
    (A) Sovran consolidates with or merges into another entity or
Sovran or the Partnership conveys, transfers, or leases outside the ordinary
course of business all or substantially all of its assets in one or a series of
transactions during an 18-month period (including, but not limited to, real
property investments) to any individual or entity, or (B) any entity
consolidates with or merges into Sovran which, in the case of a merger or
consolidation under (A) or (B) is pursuant to a transaction in which (x) the
outstanding Common Stock is reclassified or changed into or exchanged for cash,
securities or other property or (y) the merger or consolidation of Sovran with
or into another entity in a transaction in which Sovran is not the surviving
entity or in which more than 50% of the voting securities of Sovran is
transferred; provided, however,that the events described in this clause (ii)
shall not be deemed to be a Change of Control if the sole purpose and effect of
such event is that Sovran is seeking to




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change its domicile or to change its
form of organization from a corporation to a statutory business trust; or(iii)
    
    other than with respect to the election, resignation or
replacement of any director of Sovran designated, appointed or elected by the
holders of any outstanding series of preferred stock of Sovran (each a
Preferred Director), during any period of two (2) consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new director whose election by such Board of
Directors or whose nomination for election by the stockholders of Sovran was
approved by a vote of a majority of the directors of Sovran (excluding Preferred
Directors) then still in office who were either directors of Sovran at the
beginning of such period, or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office.
 Common Stock
 Distribution Payment Date
 Junior Partnership Units Exhibit F
 Parity Partnership Units Exhibit F
 Partnership
 Partnership Common Units
 Repurchase Date Exhibit F
 Senior Partnership Units Exhibit F
 Series C Articles Supplementary
 Series C Partnership Preferred Unit Exhibit F




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Series C Preferred Stock
 3) . Distributions.
  4) . Liquidation Preference.




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5) . Redemption.
    6) . Repurchase




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7) . Status of Reacquired Units.
  8) . Conversion.




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9) . Ranking.




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\

10) . Special Allocations.
   11) . Restrictions on Ownership.
  12) . Vote Required for Amendment, Merger, Consolidation, etc.
  provided however




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provided, however
  13) . General
 Exhibit A




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14) . Economic Equivalency.
 Exhibit F Exhibit F Exhibit F