RESTRICTED STOCK AWARD

         THIS  AGREEMENT  is  entered  into as of the day of , 1999 (the  "Award
Date"), by and between STORAGE USA, INC.(the "Company") and (the "Recipient").

         WHEREAS, the 1993 Omnibus Stock Plan (the "Plan") is intended to secure
for the Company the benefits of the incentive inherent in common stock ownership
by employees of the Company who are largely responsible for the Company's future
growth  and  continued  financial  success,  and to  reward  certain  of its key
employees with shares of the Company's stock  ("Restricted  Shares")  subject to
restrictions set forth herein and in Section 7 of the Plan; and

         WHEREAS,  the  Board  of  Directors  of the  Company  has  appointed  a
committee (the  "Compensation  Committee") which has the exclusive  authority to
determine the eligibility of employees to participate in the Plan; and

         WHEREAS,  the Compensation  Committee has determined that the Recipient
named  above  shall be  awarded  restricted  shares of the  common  stock of the
Company subject to the terms and conditions of this Agreement;

         NOW, THEREFORE, the Company and the Recipient hereby agree as follows:

         1. Restricted  Stock Award.  The Company hereby grants to the Recipient
________  Restricted  Shares  pursuant to the Plan and subject to the conditions
and restrictions hereinafter set forth.

         2.  Transfer  Restrictions.  Prior  to  the  point  in  time  when  the
Restricted Shares vest and become nonforfeitable (the "Restricted Period"), none
of the  Restricted  Shares  awarded  pursuant to this Agreement (as adjusted for
changes in the capital  structure of the Company as provided in the Plan) may be
sold  transferred,   pledged,   hypothecated  or  otherwise   encumbered.   Such
restrictions  shall be noted upon any certificates  issued to Recipient pursuant
to this Agreement The Restricted Shares shall vest and become  nonforfeitable as
set forth below in this Section 2:
<TABLE>
                    Conditions to Vesting                                        Amount Exercisable

Upon  the  continued  employment  of  the  Recipient  by  the      Cumulative  portion of the Restricted Shares which
Company through the date indicated below:                          vest and become nonforfeitable:
<S> <C>
October 27, 1999 -------------------------- 20%                          or                                shares
                                                                            ------------------------------
October 27, 2000 -------------------------- 40%                          or                                shares
                                                                            ------------------------------
October 27, 2001 -------------------------- 60%                          or                                shares
                                                                            ------------------------------
October 27, 2002 -------------------------- 80%                          or                                shares
                                                                            ------------------------------
October 27, 2003 -------------------------  100%                         or                                shares
                                                                            ------------------------------
</TABLE>

During  the  Restricted  Period,  subject  to the  vesting,  forfeitability  and
transfer  limitations  described  herein,  the  Recipient  shall have the entire
beneficial ownership and all rights and privileges of a shareholder with respect
to the  Restricted  Shares  awarded  hereunder,  including  the right to receive
dividends and the right to vote the Restricted Shares.

         3.  Acceleration  of Vesting.  Notwithstanding  anything  herein to the
contrary, the Restricted Shares shall immediately vest and become nonforfeitable
in the event: (a) Recipient's  employment by the Company is terminated by reason
of the death or  disability  (as such term is defined in the Plan) of Recipient;
or (b) the Company  undergoes a "change in control"  (as such term is defined in
the Plan).

         4.  Retention of  Restricted  Shares by Company.  Upon  issuance of the
Restricted  Shares,  such shares  shall be  delivered  to, and  retained by, the
Treasurer of the Company for the Recipient's  account pending  expiration of the
Restricted Period.

         5.  Forfeiture of Restricted  Shares.  In the event of  termination  of
employment  of the  Recipient  with  the  Company  for  any  reason  other  than
Recipient's death or disability, all rights, title and interest of the Recipient
in and to the  Restricted  Shares shall  thereupon be forfeited,  the Restricted
Shares, to the extent such ownership of such Restricted Shares has not vested in
Recipient,  shall forthwith be canceled and restored to the status of authorized
but unissued capital stock of the Company, and the Company shall have no further
obligation to the Recipient with respect thereto.

         6.  Lapse of  Restrictions.  At such time as  Recipient  satisfies  the
vesting  criteria set forth in Section 2 or vesting is  accelerated  pursuant to
Section 3, the  restrictions  set forth in this  Agreement  shall  lapse and the
Treasurer of the Company shall  promptly  deliver to the Recipient the shares of
the Company's common stock awarded hereunder,  free and clear of any restriction
or legend with respect thereto.

         7.  Withholding Tax. As provided in Section 13 of the Plan, the Company
shall have the right to withhold with respect to any taxes required by law to be
withheld because of the award or any election made by the Recipient with respect
thereto.

         8. Representation and Covenant of Recipient.  The Recipient does hereby
represent  that (a) he has no present  intention to transfer,  sell or otherwise
dispose  of the  Restricted  Shares,  except  as  permitted  by the  Plan and in
compliance  with applicable  securities  laws and (b) the Restricted  Shares are
received  pursuant to the terms,  provisions and conditions of the Plan and this
Agreement, to all which the Recipient does expressly assent.

         9. Status of Agreement.  This Agreement shall be binding upon and inure
to the benefit of the Company , its successors and assigns and the Recipient and
his or her heirs,  executors,  administrators  and legal  representatives.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the subject  matter hereof and may not be amended  except by written  instrument
signed by both parties.  This Agreement will be construed in accordance with and
governed by the laws of the State of Tennessee.

         10. Incorporation of Plan by Reference. The Restricted Shares are being
issued  pursuant to the terms of the Plan,  the terms of which are  incorporated
herein by reference,  and this Agreement shall in all respects be interpreted in
accordance  with the  Plan.  The  Compensation  Committee  shall  interpret  and
construe   the  Plan  and  this   instrument,   and  its   interpretations   and
determinations  shall be  conclusive  and binding on the parties  hereto and any
other person claiming an interest  hereunder,  with respect to any issue arising
hereunder or thereunder.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date and year first above written.

                                            STORAGE USA, INC.

                                            By:
                                               --------------------------------

                                            Title:
                                                  -----------------------------

                                            RECIPIENT

                                            -----------------------------------