<PAGE>

                         SHURGARD STORAGE CENTERS, INC.

           Exhibit (10.7) AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR
                              NONEMPLOYEE DIRECTORS

                             SECTION 1.     PURPOSES

     The purposes of the Shurgard Storage Centers, Inc. Stock Incentive Plan for
Nonemployee Directors (the "Plan") are to attract and retain the services of
experienced and knowledgeable nonemployee directors of Shurgard Storage Centers,
Inc. (the "Corporation") and to provide an incentive for such directors to
increase their proprietary interests in the Corporation's long-term success and
progress.

                    SECTION 2.     SHARES SUBJECT TO THE PLAN

     Subject to adjustment in accordance with Section 6 hereof, the total number
of shares of the Corporation's Class A Common Stock, $0.001 par value per share
(the "Common Stock"), which may be issued under the Plan is 200,000 (the
"Shares").  The Shares shall be shares presently authorized but unissued or
subsequently acquired by the Corporation and shall include shares representing
the unexercised portion of any option granted under the Plan that expires or
terminates without being exercised in full.

                    SECTION 3.     ADMINISTRATION OF THE PLAN

     The administrator of the Plan (the "Plan Administrator") shall be the Board
of Directors of the Corporation (the "Board").  Subject to the terms of the
Plan, the Plan Administrator shall have the power to construe the provisions of
the Plan, to determine all questions arising thereunder and to adopt and amend
such rules and regulations for the administration of the Plan as it may deem
desirable.  No member of the Plan Administrator shall participate in any vote by
the Plan Administrator on any matter materially affecting the rights of any such
member under the Plan.

              SECTION 4.     ELIGIBILITY TO PARTICIPATE IN THE PLAN

     Each member of the Board elected or appointed who is not otherwise an
employee of the Corporation or any parent or subsidiary corporation (an
"Eligible Director") shall be eligible to participate in the Plan.


<PAGE>

                       SECTION 5.     STOCK OPTION GRANTS

5.1  ORIGINAL GRANTS

     Each person who becomes an Eligible Director prior to the first Annual
Meeting of Stockholders held after the consolidating transaction among up to 17
limited partnerships sponsored by Shurgard Incorporated as described in the
Registration Statement on Form S-4 (No. 33-57794) filed with the Securities
Exchange Commission on February 2, 1993, as amended (the "Consolidation"), shall
automatically receive the grant of an option (an "Original Grant") to purchase
400 Shares upon their election or appointment to the Board, such option to vest
and become exercisable upon the optionee's continued service as a director until
the first anniversary of the date of grant.

     Each person who is an Eligible Director on May 9, 1995 shall automatically
receive a grant of an option to purchase 3,000 Shares, such option to vest and
become exercisable upon the optionee's continued service until the 1995 Annual
Meeting (as hereinafter defined).

5.2  ANNUAL GRANTS

     In addition, each Eligible Director shall automatically receive the grant
of an option (an "Annual Grant") to purchase 3,000 Shares immediately following
each Annual Meeting of Stockholders commencing with the first Annual Meeting of
Stockholders held after the Consolidation and ending with the 1995 Annual
Meeting of Stockholders, such option to vest and become exercisable upon the
optionee's continued service as a director until the next Annual Meeting of
Stockholders after the date of grant.

5.3  PERIODIC GRANTS

     Each Eligible Director in office immediately following the 1996 Annual 
Meeting of Stockholders shall automatically receive the grant of an option 
(a "Periodic Grant") to purchase 9,000 Shares immediately following the 1996 
Annual Meeting of Stockholders and each Eligible Director elected for the first 
time after the 1996 Annual Meeting of Stockholders shall automatically receive a
Periodic Grant immediately following his or her election by the stockholders 
at an Annual Meeting of Stockholders, such option to vest and become 
exercisable in three equal annual installments upon the optionee's continued 
service as a director until each of the following three Annual Meetings of 
Stockholders after the date of grant. 


                                       -2-
<PAGE>

     Once an Eligible Director's Periodic Grant becomes fully vested, such
Director shall automatically receive another Periodic Grant to purchase 9,000
Shares immediately following the Annual Meeting of Stockholders at which a
Periodic Grant previously granted becomes fully vested, such Periodic Grant to
vest and become exercisable in three equal installments immediately following
each of the three subsequent Annual Meetings of Stockholders.

5.4  OPTION TERMS

     Each option granted to an Eligible Director under the Plan and the issuance
of Shares thereunder shall be subject to the following terms:

     5.4.1     OPTION AGREEMENT

     Each option granted under the Plan shall be evidenced by an option
agreement (an "Agreement") duly executed on behalf of the Corporation.  Each
Agreement shall comply with and be subject to the terms and conditions of the
Plan.  Any Agreement may contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Plan Administrator.

     5.4.2     OPTION EXERCISE PRICE

     The option exercise price for each Annual Grant and Periodic Grant granted
under the Plan shall be the fair market value of the Shares covered by the
option at the time the option is granted.  For purposes of the Plan, "fair
market value" as of a given date shall be:  (i) the closing price of a share of
the Common Stock on the principal exchange on which the Common Stock is then
trading, if any, on the day previous to such date or, if no Common Stock was
traded on such date, on the next preceding date on which Common Stock was so
traded; or (ii) if the Common Stock is not traded on an exchange, the average of
the high and low sales prices at which the Common Stock was sold on the day
previous to such date as reported in the Wall Street Journal for the New York
Stock Exchange--Composite Transactions (or similar successor consolidated
transactions report) on such date or, if no Common Stock was traded on such
date, on the next preceding date on which Common Stock was so traded.  The


                                       -3-
<PAGE>

option exercise price for each Original Grant granted under the Plan prior to
May 9, 1995 shall be the average fair market value of the Shares covered by the
option during the 30 business days immediately after the date the Common Stock
is first publicly traded.

     5.4.3     HOLDING PERIOD.

     If a person subject to Section 16 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), sells shares of Common Stock obtained upon the
exercise of any option granted under the Plan within six months after the date
the option was granted, the option grant will no longer be deemed a nonexempt,
matchable purchase under Section 16 as of the date of the option grant.

     5.4.4     TIME AND MANNER OF EXERCISE OF OPTION

     Each option may be exercised in whole or in part at any time and from time
to time; provided, however, that no fewer than 50 Shares (or the remaining
Shares then purchasable under the option, if less than 50 Shares) may be
purchased upon any exercise of option rights hereunder and that only whole
Shares will be issued pursuant to the exercise of any option.

     Any option may be exercised by giving written notice, signed by the person
exercising the option, to the Corporation stating the number of Shares with
respect to which the option is being exercised, accompanied by payment in full
for such Shares, which payment may be in whole or in part (i) in cash or by
check, (ii) in shares of Common Stock already owned for at least six months by
the person exercising the option, valued at fair market value at the time of
such exercise, or (iii) by delivery of a properly executed exercise notice,
together with irrevocable instructions to a broker, to properly deliver to the
Corporation the amount of sale or loan proceeds to pay the exercise price, all
in accordance with the regulations of the Federal Reserve Board.

     5.4.5     TERM OF OPTIONS

     Each option shall expire ten years from the date of the granting thereof,
but shall be subject to earlier termination as follows:

     (a)  In the event that an optionee ceases to be a director of the
Corporation for any reason other than the death of the optionee, the vested
portion of the options granted to such optionee may be exercised by him or her
only within one year after the date such optionee ceases to be a director of the
Corporation.

     (b)  In the event of the death of an optionee, whether during the
optionee's service as a director or during the one-year period referred to in
Section 5.4.5(a), the


                                       -4-
<PAGE>

vested portion of the options granted to such optionee shall be exercisable, and
such options shall expire unless exercised within one year after the date of the
optionee's death, by the legal representatives or the estate of such optionee,
by any person or persons whom the optionee shall have designated in writing on
forms prescribed by and filed with the Corporation or, if no such designation
has been made, by the person or persons to whom the optionee's rights have
passed by will or the laws of descent and distribution.

     5.4.6     TRANSFERABILITY

     During an optionee's lifetime, an option may be exercised only by the
optionee.  Options granted under the Plan and the rights and privileges
conferred thereby shall not be subject to execution, attachment or similar
process and may not be transferred, assigned, pledged or hypothecated in any
manner (whether by operation of law or otherwise) other than by will or by the
applicable laws of descent and distribution except that, to the extent permitted
by applicable law and Rule 16b-3 promulgated under Section 16(b) of the Exchange
Act, the Plan Administrator may permit a recipient of an option to designate in
writing during the optionee's lifetime a beneficiary to receive and exercise
options in the event of the optionee's death (as provided in Section 5.4.5(b)). 
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
option under the Plan or of any right or privilege conferred thereby, contrary
to the provisions of the Plan, or the sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby, shall be null and void.

            SECTION 6.     ELECTION TO RECEIVE STOCK IN LIEU OF CASH
                                  COMPENSATION

     Commencing on May 14, 1996, each Eligible Director may elect to reduce all
or a portion of the cash compensation otherwise payable for services to be
rendered by him or her as a director (including the annual retainer and any fees
payable for serving on the Board or a Committee of the Board, but excluding any
expense reimbursement) by a specified dollar amount or percentage and to receive
in lieu thereof a whole number of Shares equal in value to the amount of the
reduction divided by the fair market value of the Common Stock on the date the
cash compensation would have been paid.  Such Shares shall be delivered to each
such Eligible Director as soon as practicable after the date the cash
compensation would have been paid.  The value of any fractional Shares shall be
paid to the Eligible Director in cash on the date the Shares are delivered.

     Any such election shall be made in writing on a form provided by the
Company and shall state the dollar amount or percentage by which the Eligible
Director desires to reduce the cash compensation.  To the extent necessary to
qualify


                                       -5-
<PAGE>

the Plan under Rule 16b-3 under the Exchange Act, any such election must be made
at least six months before the services are rendered giving rise to such cash
compensation, and may not be revoked or changed thereafter except as to cash
compensation for services rendered at least six months after any such election
to revoke or change is made in writing.

                       SECTION 7.     CAPITAL ADJUSTMENTS

     The aggregate number and class of Shares which may be issued under the
Plan, as provided in Section 2, the number and class of Shares covered by each
automatic option grant and each outstanding option and the exercise price per
share thereof (but not the total price), shall all be proportionately adjusted
for any stock dividends, stock splits, recapitalizations, combinations or
exchanges of shares, split-ups, spin-offs or other similar changes in
capitalization.  Upon the effective date of a dissolution or liquidation of the
Corporation, or of a reorganization, merger or consolidation of the Corporation
with one or more corporations that results in more than 80% of the outstanding
voting shares of the Corporation being owned by one or more affiliated
corporations or other affiliated entities, or of a transfer of all or
substantially all of the assets or more than 80% of the then outstanding shares
of the Corporation to another corporation or other entity, this Plan and all
options granted hereunder shall terminate.  In the event of such dissolution,
liquidation, reorganization, merger, consolidation, transfer of assets or
transfer of stock, (i) each optionee shall be entitled, for a period of 20 days
prior to the effective date of such transaction, to purchase the full number of
Shares under his or her option that he or she otherwise would have been entitled
to purchase during the remaining term of such option, and (ii) all cash
compensation which has been earned by an Eligible Director who has elected to
receive Shares in lieu of cash compensation but which has not yet been converted
into Shares, shall be paid immediately in cash.

     Adjustment under this Section 7 shall be made by the Plan Administrator,
whose determination shall be final.  In the event of any adjustment in the
number of Shares covered by any option, any fractional Shares resulting from
such adjustment shall be disregarded and each such option shall cover only the
number of full Shares resulting from such option.

        SECTION 8.     PARTICIPANT'S OR SUCCESSOR'S RIGHTS AS STOCKHOLDER

     Neither the recipient of an option under the Plan nor the optionee's
successor(s) in interest shall have any rights as a stockholder of the
Corporation with respect to any Shares subject to an option granted to such
person until such person becomes a holder of record of such Shares.  An Eligible
Director who has made an election to receive Shares in lieu of cash compensation
shall not have any rights as a stockholder of the


                                       -6-
<PAGE>

Corporation until such cash compensation is converted into Shares and such
person becomes a holder of record of such Shares.

                  SECTION 9.     LIMITATION AS TO DIRECTORSHIP

     Neither the Plan, nor the granting of an option, nor the making of an
election to receive Shares in lieu of cash compensation, nor any other action
taken pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that an Eligible Director has a right to
continue as a director for any period of time or at any particular rate of
compensation.

               SECTION 10.     REGULATORY APPROVAL AND COMPLIANCE

     The Corporation shall not be required to issue any certificate or
certificates for Shares upon the exercise of an option granted under the Plan,
or pursuant to an Eligible Director's election to receive Shares in lieu of cash
compensation, or to record as a holder of record of Shares the name of the
individual exercising an option under the Plan, or who has made an election to
receive stock in lieu of cash compensation, without obtaining to the complete
satisfaction of the Plan Administrator the approval of all regulatory bodies
deemed necessary by the Plan Administrator, and without complying, to the Plan
Administrator's complete satisfaction, with all rules and regulations under
federal, state or local law deemed applicable by the Plan Administrator.

                      SECTION 11.     EXPENSES OF THE PLAN

     All costs and expenses of the adoption and administration of the Plan shall
be borne by the Corporation; none of such expenses shall be charged to any
optionee.

             SECTION 12.    EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall be effective upon approval of the Corporation's
shareholders.  The Plan shall continue in effect until it is terminated by
action of the Board or the Corporation's shareholders, but such termination
shall not affect the then-outstanding terms of any options.

              SECTION 13.     TERMINATION AND AMENDMENT OF THE PLAN

     The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion; provided, however, that if required to qualify the Plan
under Rule 16b-3 promulgated under Section 16(b) of the Exchange Act, no
amendment may be made more than once every six months that would change the
amount, price, timing or vesting of the options, other than to comport with
changes in the Internal


                                       -7-
<PAGE>

Revenue Code of 1986, as amended, or the rules and regulations promulgated
thereunder; and provided, further, that to the extent required for compliance
with applicable law or regulation, the Board may not amend the Plan without the
approval of the Corporation's stockholders, including any amendment that would: 
(a) materially increase the number of shares that may be issued under the Plan;
(b) materially modify the requirements as to eligibility for participation in
the Plan to add a class of participants who are subject to Section 16 of the
Exchange Act; or (c) otherwise materially increase the benefits accruing under
the Plan to participants who are subject to Section 16 of the Exchange Act.  Any
amendment of the Plan requiring approval by the Corporation's stockholders
pursuant to this Section 13 shall be effective upon adoption by the Board, so
long as it is approved by the stockholders at any time within 12 months of such
adoption or, if earlier, and to the extent required for compliance with
Rule 16b-3 under the Exchange Act, at or prior to the next annual meeting of the
Corporation's stockholders after adoption of the amendment by the Board.

                   SECTION 14.     COMPLIANCE WITH RULE 16B-3

     It is the intention of the Corporation that the Plan comply in all respects
with Rule 16b-3 promulgated under Section 16(b) of the Exchange Act and that
Plan participants remain disinterested persons ("disinterested persons") for
purposes of administering other employee benefit plans of the Corporation and
having such other plans be exempt from Section 16(b) of the Exchange Act. 
Therefore, if any Plan provision is later found not to be in compliance with
Rule 16b-3 or if any Plan provision would disqualify Plan participants from
remaining disinterested persons, that provision shall be deemed null and void,
and in all events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3.


                                       -8-