Exhibit 10.4
 EMPLOYMENT AGREEMENT  As Amended and Restated Effective January 1, 2009
  W I T N E S S E T H




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Employment
   Compensation
  Term
  Termination
 Death or Retirement




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Disability. th th
 Cause.
 (i)
    
    The Executives fraud, commission
of a felony, commission of an act or series of acts of
dishonesty which are materially inimical to the best interests
of the Company, or the Executives willful and substantial
failure to perform his duties under this Employment Agreement,
which failure has not been cured within a reasonable time (which
shall not be less than thirty (30) days) after the Company gives
notice thereof to the Executive; or(ii)
    
    The Executives material breach
of any material provision of this Employment Agreement, which
breach, if capable of being cured, has not been cured in all
substantial respects within thirty (30) days) after the Company
gives notice thereof to the Executive.(iii)
    
    The Executives commission of an
act of moral turpitude, dishonesty or fraud which, in the good
faith determination of the Board, would render his




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Termination Without Cause
 Termination for Good Reason
  (i)
    
    the Company materially changes the Executives duties and
responsibilities as set forth in this Employment Agreement or
changes his title or position without his consent;(ii)
    
    there arises a requirement that,
in the Executives reasonable judgment, the services required to
be performed by the Executive would necessitate the Executive
moving his residence at least 50 miles from the Buffalo, New
York area;(iii)
    
    the Company materially
diminishes the salary, fringe benefits or other compensation
being paid to the Executive;(iv)
    
    there occurs a material breach by
the Company of any of its obligations under this Employment
Agreement;(v)
    
    the Executive is not elected to
the Board at any annual meeting of the Corporations
shareholders;




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(vi)
    
    the failure of any successor of
the Company to furnish the assurances provided for in
Section 7(c).
  Termination By Mutual Agreement
 Resignation
 Payment of Compensation Due
 Severance Payments
 Termination Without Cause or for Good Reason
 Severance Payments Without Change in Control




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Severance Payments With Change in Control




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Reimbursement of Legal Fees and Expenses.
 Gross-up Payments




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No Obligation To Mitigate Damages




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Covenants and Confidential Information
  (i)
    
    During the term of this Employment Agreement and, during
the one-year period following the termination of this Employment
Agreement, the Executive shall not: (A) own, manage, control or
participate in the
ownership, management, or control of, or be employed or
engaged by or otherwise affiliated or associated as a
consultant, independent contractor or otherwise with, any
other corporation, partnership, proprietorship, firm,
association or other business entity engaged in the business
of, or otherwise engage in the business of, acquiring,
owning, developing or managing self-storage facilities;
provided, however, that the ownership of not more than one
percent (1%) of any class of publicly traded securities of
any entity is permitted ; or (B) directly or indirectly or by
acting in concert with others, employ or attempt to employ or
solicit for any employment competitive with the Company, any
Company employees.(ii)
    
    During and after the term of this
Employment Agreement, the Executive shall not, directly or
indirectly, disclose, divulge, discuss, copy or otherwise use or
suffer to be used in any manner, in competition with, or
contrary to the interests of, the Company, any confidential
information relating to the Companys operations, properties or
otherwise to its particular business or other trade secrets of
the Company, it being acknowledged by the Executive that all
such information regarding the business of the Company compiled
or obtained by, or furnished to, the Executive while the
Executive shall have been employed by or associated with the
Company is confidential information and the Companys exclusive
property; provided, however, that the foregoing




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Miscellaneous




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Code Section 409A Matters.
 Definitions
 (i)
    
    Separation from Service shall
have the meaning provided at Treas. Reg. §1.409A-1(h).(ii)
    
    Section 409A Change in Control
shall mean a change in ownership or effective control of the
Company or a change in ownership of a substantial portion of the
assets of the Company within the meaning of Treas. Reg.
§1.409A-3(i)(5).(iii)
    
    Non-Section 409A Change in
Control . For the purposes of this Employment Agreement, a
Non-Section 409A Change in Control shall be deemed to have
occurred if any of the following have occurred:




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Rule Governing Payment Dates




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Compliance with Section 409A
 st
 SOVRAN SELF STORAGE, INC.By:
    
    /s/ David L. Rogers/s/ Kenneth F. Myszka

Kenneth F. Myszka
    
    
    
    Title:
    
    CFOSOVRAN ACQUISITION
LIMITED PARTNERSHIPBy
    
    SOVRAN HOLDINGS INC.General PartnerBy:
    
    /s/ David L. RogersTitle:
    
    CFO




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EXHIBIT A
 Compensation




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Payment in the Event of Death or Permanent Disability




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