10 March 2003



____________________________________________________________



SECURITIES PURCHASE AGREEMENT

____________________________________________________________





SSC BENELUX Inc.

as Buyer



SSC GENERAL PARTNER (GUERNSEY) LIMITED

and

SSC PARTNER (GUERNSEY) LIMITED

as Seller



and

CREDIT SUISSE FIRST BOSTON EUROPE (LIMITED)

as Guarantor



CONTENTS



CLAUSE	PAGE

1.	Interpretation*

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.



Schedule 1 -	TIMING OF SALES PROCESS

Schedule 2 -	FORM OF PRESS RELEASE OF THE BUYER AS REFERRED TO IN CLAUSE 12.1.1



SECURITIES PURCHASE AGREEMENT

BETWEEN:

1.	SSC GENERAL PARTNER (GUERNSEY) LIMITED, a company organized and existing under the laws of Guernsey, having its registered office at Helvetia Court, South Esplanade, St Peter Port, Guernsey ("SSC General Partner");

2.	SSC PARTNER (GUERNSEY) LIMITED, a company organized and existing under the laws of Guernsey, having its registered office at Helvetia Court, South Esplanade, St Peter Port, Guernsey ("SSC Partner")

(SSC General Partner and SSC Partner are hereinafter together referred to as the "Seller" or the "Sellers");

3.	CREDIT SUISSE FIRST BOSTON EUROPE (LIMITED), a company organized and existing under the laws of England, having its registered office at One Cabot Square, London E14 4QJ, United Kingdom (the "Guarantor");

AND

4.	SSC BENELUX INC., a company organized and existing under the laws of the State of Washington, USA, having its registered office at 1155 Valley Street, Suite 400, 98109-4426, Seattle, USA (the "Buyer").

WHEREAS:

A.	Shurgard Self Storage SCA is a Belgian company (societe en commandite par actions) having its registered office at Quai du Commerce 48, 1000 Brussels, Belgium, registered with the commercial registry of Brussels under n  587.679 (the "Company").

B.	The Seller and the Buyer hold equity participations in the Company.   The Seller and the Buyer are parties to a Joint Venture Agreement dated 8 October 1999 with respect to SSC Benelux & Co S.C.A  (currently named Shurgard Self Storage SCA) (the "Joint Venture Agreement").

C.	The Seller has agreed to sell its entire participation in the Company to the Buyer and the Buyer has agreed to purchase such participation from the Seller, on the terms of and subject to the conditions set out in this Agreement.

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

1. INTERPRETATION
2. Unless otherwise defined herein, capitalised terms used in this Agreement shall have the meaning given thereto in the Joint Venture Agreement.
3. In addition, the following terms shall have the following meaning:
4. Interpretation
5. The titles and headings included in this Agreement are for convenience only and do not express in any way the intended understanding of the parties. They shall not be taken into account in the interpretation of the provisions of this Agreement.
6. The words "herein", "hereof", "hereunder", "hereby", "hereto", "herewith" and words of similar import shall refer to this Agreement as a whole and not to any particular clause, paragraph or other subdivision.
7. The words "include", "includes", "including" and all forms and derivations thereof shall mean including but not limited to.
8. All periods of time set out in this Agreement shall be calculated from midnight to midnight. They shall start on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is a Saturday, a Sunday or a bank holiday in Belgium or the USA, the expiration date shall be postponed until the next business day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has occurred until the eve of the same day in the following month(s) (or year(s)) ("de quantième à veille de quantième" / "van de zoveelste tot de dag vóór de zoveelste").
9. Unless otherwise provided herein, all references to a fixed time of a day shall mean Brussels time.
10. Sale and purchase
Subject to the terms and conditions of this Agreement (including in particular the Conditions), each of the Sellers hereby sells to the Buyer such type and number of Securities as is set out in Clause 2.1.2, and the Buyer hereby purchases all of these Securities from the Sellers.
The Securities sold to the Buyer pursuant to this Agreement are divided as follows:
6 General Partner Interests, owned by SSC General Partner; and
43,846 Profit Certificates and 4,354 New Profit Certificates, owned by SSC Partner.
11. Subject to the terms and conditions of this Agreement (including in particular the Conditions), each of the Sellers hereby sells to the Buyer such type and number of Securities as is set out in Clause 2.1.2, and the Buyer hereby purchases all of these Securities from the Sellers.
12. The Securities sold to the Buyer pursuant to this Agreement are divided as follows:
13. 6 General Partner Interests, owned by SSC General Partner; and
14. 43,846 Profit Certificates and 4,354 New Profit Certificates, owned by SSC Partner.
15. Right of First Offer
16. In the event that any of the other Partners (as defined in the Joint Venture Agreement) decide to exercise their Right of First Offer with respect to any of the Securities in accordance with the applicable procedure, the number of Securities sold by the Sellers to the Buyer and purchased by the Buyer from the Sellers pursuant to Clause 2.1 shall automatically be reduced by the number of Securities sold by the Buyer to such other Partners under said Right of First Offer procedure.
17. In such event, the Sellers shall sell to such other Partners the Securities with respect to which the latter have exercised their Right of First Offer under the same terms and conditions as set out in this Agreement.
18. Transfer of title
19. Sale free and clear
20. All Securities
21. PRICE AND PAYMENT
22. The Price for the Securities is EUR 45,150,269 (forty five million hundred and fifty thousand two hundred and sixty nine euro) payable by the Buyer on Closing as follows:
23. an amount of EUR 6,157 (six thousand one hundred and fifty-seven euro) by wire transfer to a bank account of SSC General Partner, the details of which shall be communicated by the Seller prior to Closing; and
24. an amount of EUR 45,144,112 (forty-five million one hundred forty-four thousand one hundred and twelve euro) by wire transfer to a bank account of SSC Partner, the details of which shall be communicated by the Seller prior to Closing.
25. In the event that the number of Securities sold to and purchased by the Buyer in accordance with Clause 2.1 is reduced pursuant to Clause 2.2, the Price shall be reduced accordingly on a pro rata basis.
26. In the event that the Company makes an equity call on the New Profit Certificates (i.e. the request to pay-in, partially or fully, the New Profit Certificates) prior to the Closing Date, the Price will be increased by the amount paid by the Seller to the Company pursuant to such equity call, as the case may be, adjusted pursuant to Clause 3.2.
27. The Buyer shall only be liable for the payment of the Price in accordance with this Agreement, and shall have no liability for the actual allocation of the Price among the Sellers.
28. CONDITIONS PRECEDENT
29. Sale conditional
30. Conditions
31. No prohibition. No order of any court or any governmental agency having jurisdiction over any party hereto shall have the effect of prohibiting or restraining the consummation of the sale and purchase of the Securities pursuant to this Agreement and no legal action or governmental investigation shall be pending which may reasonably be expected to result in such order or which otherwise challenges the sale of the Securities.
32. Right of First Offer Procedure.  The Seller shall have made the Sale Notice to the other Partners and the Board of Managers in accordance with article 4.4.2.1 of the Joint Venture Agreement and either of the following shall have happened:
33. the other Partners shall not have exercised their Offer Right within the Offer Period, in which case the sale of the Securities shall proceed as set out in Clause 2.1; or
34. the other Partners shall have exercised their Offer Right within the Offer Period, in which case the Securities to be sold to the Buyer and the Price to be paid by the Buyer pursuant to this Agreement shall be adjusted pro rata as set out in the Clauses 2.2, 3.2 and 3.3.
35. Waiver
36. Satisfaction
37. Reasonable endeavours. The parties undertake to use all reasonable endeavours, and to co-operate in good faith with each other, to achieve satisfaction of the Conditions as soon as possible.
38. Notice of progress.  Each party undertakes to the other party to inform it in writing forthwith upon it becoming aware of the satisfaction of any Condition.  If at any time a party becomes aware of anything that may prevent or delay the satisfaction of any Condition, it shall immediately inform the other party and the parties shall then co-operate to ensure that, to the extent possible, the Condition is satisfied.
39. No retroactive effect
40. Failure
41. CLOSING
42. Closing Date
43. Obligations in relation to Closing
44. Each party undertakes to perform diligently and in good faith all such actions and execute all such documents as the other party may reasonably direct it to in order to perfect the sale and purchase of the Securities and the execution of this Agreement.
45. In particular, the parties will take all the necessary actions, and use their best efforts to comply with the timeframe, set out in Schedule 1 hereto.
46. Each of the parties undertakes to comply with the Right of First Offer procedure in accordance with the clauses 4.4.2 and 4.6.5 of the Joint Venture Agreement, clause 4.5 of the Undertaking to Subscribe and clause 11.1 of the articles of association of the Company.
47. Action taken upon Closing
48. On Closing, the parties or their duly authorized attorneys-in-fact shall exchange the following documents and take the following actions:
49. the Buyer shall pay the Price in the manner set out in Clause 3;
50. the Seller shall deliver to the Buyer an acknowledgement of receipt of the Price;
51. upon receipt of payment by the Buyer, the Seller and the Buyer shall record the transfer of the Securities and sign a declaration of transfer in respectively the share register and the profit certificates register of the Company;
52. the Seller shall deliver resignation letters from its representatives on the Board of Managers of the Company.
53. Promptly after Closing, the Buyer shall (i) convene and thereafter hold a Partners Meeting to acknowledge the resignation of the former Managers, (ii) arrange for the publication in the Moniteur belge of the transfer of the 6 General Partner Interests pursuant to this Agreement and (iii) amend clause 9 of the articles of association of the Company to delete the reference to SSC General Partner being an "actionnaire commandité".
54. REPRESENTATIONS AND WARRANTIES OF THE BUYER - indemnification - limitations
55. Representations and warranties
56. Incorporation and existence. The Buyer is a company duly incorporated and existing under the laws of the State of Washington (USA).
57. Power and authority.Subject to satisfaction of the Conditions, the Buyer has the right, power and authority, and has taken all action required, to sign and perform its obligations under this Agreement and all the documents which are to be signed at Closing.
58. Validity of the Agreement.The entry by the Buyer into, and performance of obligations under, this Agreement does not, and its ownership of the Securities will not, conflict with any law or regulation, judgement or court order, or contract or agreement by which the Buyer is bound.
59. Financial condition.  The Buyer has the financial means to pay the Price in the manner provided for in this Agreement.
60. Legal proceedings.There are, to the best knowledge of the Buyer, no actions, proceedings or claims pending, the adverse determination of which may impair the validity or enforceability of this Agreement or any of its principal terms, materially adversely affect the financial condition of the Buyer or otherwise negatively affect the Buyer's ability to perform its obligations under this Agreement.
61. Updating of Representations to Closing
62. Indemnification
63. Limitation of Buyer's liability
64. Time limitations. The Buyer shall have no obligation to indemnify the Seller in respect of any claim unless it is given by the Seller to the Buyer in accordance with Clause 9.1 within two years following the Closing Date.
65. Fraud and intentional misconduct. None of the limitations contained in this Clause 6 shall apply in case of fraud or intentional misrepresentations or misconduct ("dol"/ "bedrog") by the Buyer.
66. REPRESENTATIONS AND WARRANTIES OF THE SELLER - indemnification - limitations
67. Representations and warranties
68. Incorporation and existence. Both SSC General Partner and SSC Partner are companies duly incorporated and existing under the laws of Guernsey.
69. Power and authority.Subject to satisfaction of the Conditions, both SSC General Partner and SSC Partner have the right, power and authority, and have taken all action required, to sign and perform their obligations under this Agreement and all the documents which are to be signed at Closing.
70. Validity of the Agreement.The entry by the Seller into, and performance of obligations under, this Agreement does not conflict with any law or regulation, judgement or court order, or contract or agreement by which the Seller is bound.
71. Legal proceedings.There are, to the best knowledge of the Seller, no actions, proceedings or claims pending, the adverse determination of which may impair the validity or enforceability of this Agreement or any of its principal terms or which otherwise negatively affects the Seller's ability to perform its obligations under this Agreement.
72. Securities. Each Seller is on the date hereof the lawful holder and registered owner of the Securities mentioned in Clause 2.1.2.The Securities are in registered form and all are duly registered in the name of the Seller in respectively the share register and the profit certificates register.
73. Securities paid-up. All of the Securities are fully paid-up, except for the New Profit Certificates, for which no payment has been made.
74. Agreements. There are no agreements, arrangements or obligations other than the articles of association of the Company, the Joint Venture Agreement and the Undertaking to Subscribe which affect the voting or distribution rights attached to the Securities, or which could prevent or affect the transfer of title to the Buyer of the Securities.
75. Third-party right. There is no Third-Party Right and there is no agreement, arrangement or obligation to create a Third-Party Right in relation to any of the Securities, other than those set out in the articles of association of the Company and the Joint Venture Agreement.
76. Updating of Representations to Closing
77. Indemnification
78. Limitation of Seller's liability
79. Time limitations. The Seller shall have no obligation to indemnify the Buyer in respect of any claim unless it is given by the Buyer to the Seller in accordance with Clause 9.1:
80. in the case of any claim for Breach of Representations in respect of ownership of the Securities as set out in the Clauses 7.1.5 and 7.1.8, within five years following the Closing Date; and
81. in the case of any claim for any other Breach of Representations, within two years following the Closing Date, save for claims as set out in Clause 10.2, in which case the Seller's obligation under that Clause shall remain in force until fifteen days after the expiry of a period equal to the statute of limitation period applicable to the Tax.
82. Fraud and intentional misconduct. None of the limitations contained in this Clause 7 shall apply in case of fraud or intentional misrepresentations or misconduct ("dol"/ "bedrog") by the Seller.
83. Guarantee
84. The Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the full and timely performance of all of the obligations and the Guaranteed Amounts that each of the Sellers has under this Agreement, including the Sellers' liability as set out in Clause 7 and Clause 10.2.
85. For the purposes of this Clause 8 "Guaranteed Amounts" means any amounts due by any of the Sellers to the Buyer under this Agreement, or to the Company or any of its direct or indirect subsidiaries under Clause 10.2.1, which have remained unpaid by any such Sellers during a period of 15 days from the due date.
86. if the Guaranteed Amounts are not contested by the Sellers: within 15 days from the receipt by the Guarantor of the Buyer's notice in accordance with Clause 12.5 stating that the Guaranteed Amounts have become due and have remained unpaid by any such Seller during 15 days from their due date; or
87. if the Guaranteed Amounts are contested by the Sellers: within 15 days as of the date of a final decision in respect of the Guaranteed Amounts by the arbitration tribunal as referred to in Clause 13.2.
88. claims by the parties
89. Notification of claims
90. Disagreement on a claim
91. assumption of liabilities
92. General
93. Without prejudice to the provisions of Clause 10.2, the Buyer, as successor of the Securities, shall as from Closing, assume all rights and obligations of the Seller under the Joint Venture Agreement, the Undertaking to Subscribe and the articles of association of the Company, to the extent that the Securities are acquired by the Buyer, it being understood that the Buyer shall only assume liability in respect of facts, actions, omissions or events taking place or arising after Closing.
94. To the extent however that the other Partners exercise their Offer Right and as a result thereof acquire a portion of the Securities, the Buyer's assumption of rights and obligations under this Clause 10 shall be adjusted accordingly on a pro rata basis.
95. Without prejudice to the provisions of Clause 10.2, the Buyer's assumption of liability with respect to the General Partner Interests (referred to in the articles of association of the Company as "actions commanditées") acquired from the Seller pursuant to this Agreement shall be limited to claims or legal liability arising from facts, actions, omissions or events taking place or arising after Closing.  Without prejudice to the provisions of Clause 10.2, SCC General Partner shall remain liable and shall hold the Buyer harmless after the Closing Date from any claims or liabilities arising from facts, actions, omissions or events occurring prior to the Closing Date.
96. Tax
97. The Sellers agree and undertake to indemnify, defend and hold harmless the Company or any of its direct or indirect subsidiaries for any Tax imposed on respectively the Company or any of its direct or indirect subsidiaries and arising as a result of a breach by the Seller to pay the Tax owed by the Seller in respect of the Seller's ownership of the Securities. The Sellers agree and undertake to indemnify, defend and hold harmless the Buyer for any Tax imposed on the Buyer or the Securities arising as a result of a breach by the Seller to pay the Tax owed by the Seller in respect of the Seller's ownership of the Securities.
98. If a Tax is directly imposed on, or a Tax claim is brought directly against, any of the beneficiaries of the indemnity mentioned in Clause 10.2.1, then the Seller shall not be liable to such beneficiary in connection therewith unless:
99. the Buyer shall, and shall procure that the Company and any of its direct or indirect subsidiaries shall allow the Seller to handle, and assume control over, the defence of such claim;
100. the Seller shall be entitled to appoint, and instruct, counsel for the defence of such claim (provided it bears the fees and costs of such counsel);
101. the Buyer shall, and shall procure that the Company and any of its direct or indirect subsidiaries shall, provide to the Seller full copies of all documents, correspondence and other material which the Seller may reasonably request in relation to the claim; or
102. no settlement or offer of settlement of the claim, and no admission of liability in relation thereto, shall be made by the Buyer or by the Company or any of its direct or indirect subsidiaries without the Seller's prior written consent, provided the Seller undertakes to pay the Tax or contest the Tax in accordance with this Clause 10.2.2.
103. covenants
104. Sale Notice
105. Voting
106. Covenants in Joint Venture Agreement
107. Co-operation
108. Notice to the Company
109. Joint and several liability between the Sellers
110. miscellaneous provisions
111. Announcements
112. No public announcement, communication or circular concerning the transaction referred to in this Agreement may be made at any time (before or after Closing) by either party without having first obtained the written consent of the other party who must not unreasonably refuse, withhold or delay the giving of consent.  A copy of the press release that will be issued by the Buyer upon execution of this Agreement is attached hereto as Schedule 2.
113. Where the announcement, communication or circular is required by law or a regulation of a securities exchange, the party required to make it must if practicable first consult, and take into account the reasonable requirements of, the other party.
114. Confidentiality of the Agreement
115. Acknowledgment by the Seller
116. Costs
117. Notices
118. Other agreements - amendments
119. Assignment
120. Severability
121. Governing Law And Jurisdiction
122. This Agreement is governed by and shall be construed and interpreted in accordance with the laws of Belgium.
123. Any dispute arising from this Agreement shall be submitted for final and binding arbitration to an arbitration tribunal comprised of three arbitrators appointed and deciding in accordance with the rules of the International Chamber of Commerce.  The arbitration procedure shall take place in Brussels, Belgium, and shall be conducted in the English language.

Done on 10 March 2003, in three originals, each party acknowledging receipt of one such original.

SSC GENERAL PARTNER (GUERNSEY) LIMITED



/s/ P.R. Bannier________________________________

Name:	P.R. Bannier

Title:	Director



/s/ D.R. Mitchison

Name:	D.R. Mitchison

Title:	Director

SSC PARTNER (GUERNSEY) LIMITED



/s/ Ian Marcus________________________________

Name:	Ian Marcus

Title:	Director



CREDIT SUISSE FIRST BOSTON EUROPE (LIMITED)



/s/ Ian Marcus________________________________

Name:	Ian Marcus

Title:  Managing Director



/s/ M.D. Selisman________________________________

Name:	Mark D. Selisman

Title:  Deputy Chairman



SSC BENELUX INC.



/s/ Harrell Beck________________________________

Name:  Harrell Beck

Title:  Senior Vice President



SCHEDULE 1 - TIMING OF SALES PROCESS

Proposed timing of sale process:

- No later than 11 March 2003, the Seller will send out the Sale Notice to the other Partners and the Board of Managers (as stated in clause 4.4.2.1 of the Joint Venture Agreement).  The Sale Notice shall mention that, in deviation of clause 4.4.2.3 of the Joint Venture Agreement, the consummation of the sale and purchase of the Securities shall occur on 30 April 2003 or within five business days thereafter, unless the parties mutually agree another date for Closing (which in any event must take place prior to 30 June 2003).
- The other Partners, as a group, shall cooperate with each other in determining the number of Offered Partner Interests to be acquired by each Acquiring Partner; during these discussions, the Buyer shall express its intention to purchase all Offered Partner Interests.
- The parties shall use their best efforts to have the Partners notify their decision to the Seller with a copy to the Board of Managers, before 18 March 2003.
- Closing and transfer of Offered Partner Interests to the Buyer (and possibly to other Partners if the latter expressed their will to purchase also certain Offered Partner Interests) on 30 April 2003 or within five business days thereafter, unless the parties mutually agree another date for Closing (which in any event must take place prior to 30 June 2003).
- If the other Partners do not waive their right of first offer (and thus exercise their pre-emption right) both the Seller and the Buyer understand that the number of Securities to be purchased by the Buyer, and the Price to be paid by the Buyer to the Seller, shall be adjusted pro rata.



SCHEDULE 2 - FORM OF PRESS RELEASE OF THE BUYER AS REFERRED TO IN CLAUSE 12.1.1