STORAGE USA, INC.

                    1996 OFFICERS' STOCK OPTION LOAN PROGRAM

                                    ARTICLE I
                                   DEFINITIONS

         1.01  Affiliate  means  any  subsidiary  or parent  corporation  of the
Company and also means Storage USA Franchise Corp.

         1.02     Board means the Board of Directors of the Company.

         1.03 Committee means the Committee  established by the Board,  pursuant
to Section 2 of the Plan.

         1.04     Common Stock means the common stock of the Company.

         1.05     Company means Storage USA, Inc.

         1.06 Fair Market Value means, on any given date, the closing sale price
of the Common Stock on the NYSE on such date, or, if the NYSE shall be closed on
such date, the next preceding date on which the NYSE shall have been open.

         1.07 Good Faith  Loan Value  means  seventy-five  percent  (75%) of the
difference  between the Fair Market  Value of the Common  Stock and the exercise
price of the Participant's unexercised vested options.

         1.08 Note  means  the  Participant's  promissory  note  evidencing  his
obligation to pay for Common Stock as provided in Section 5.02.

         1.09     NYSE means the New York Stock Exchange.

         1.10  Participant  means an employee of the Company or of an  Affiliate
who satisfies the requirements of Article IV and is selected by the Committee to
participate in the Plan.

         1.11     Plan means the Storage USA, Inc. 1993 Omnibus Stock Plan.

         1.12 Plan  Documents  means the Plan,  the Program  and any  collateral
pledge or other security agreement.

         1.13 Pledged  Shares means all shares of Common Stock which at the time
of determination are pledged to secure the Note.

         1.14  Program  means the 1996  Officers'  Stock  Option Loan Program as
stated herein.


                                   ARTICLE II
                                    PURPOSES

         The Plan  provides,  in Section 8, that the  Committee  may provide for
supplemental  cash payments or loans to  individuals  in connection  with awards
under the Plan. This Program is intended to assist the Company in recruiting and
retaining key employees  with ability and  initiative by enabling  employees who
contribute significantly to the Company or an Affiliate to obtain loans from the
Company  in an  amount  up to  the  Good  Faith  Loan  Value.  This  Program  is
established pursuant to the Committee's authority as contained therein.

                                   ARTICLE III
                                 ADMINISTRATION

         The Program shall be administered by the Committee. The Committee shall
have authority to make loans to Participants  upon such terms (not  inconsistent
with the  provisions  of the Program and the Plan) as the Committee may consider
appropriate. Such terms may include, but are not limited to, conditions relating
to repayment upon  termination  and other events,  interest  payment  schedules,
collateral, forgiveness or acceleration of the Loans. In addition, the Committee
shall have complete  authority to interpret all  provisions of this Program,  to
prescribe the form of Promissory Notes, security agreements and other documents;
to  adopt,   amend,  and  rescind  rules  and  regulations   pertaining  to  the
administration of this Program; and to make all other  determinations  necessary
or  advisable  for the  administration  of this  Program;  and to make all other
determinations necessary or advisable for the administration of the Program. Any
decision  made,  or action taken,  by the  Committee or in  connection  with the
administration  of this Program shall be final and conclusive.  No member of the
Committee  shall be liable for any act done in good  faith with  respect to this
Program.  All  expenses  of  administering  this  Program  shall be borne by the
Company.

                                   ARTICLE IV
                                   ELIGIBILITY

         4.01 General. Any officer of the Company or of any Affiliate (including
any  corporation  that becomes an Affiliate after the adoption of this Plan) who
is (i)  granted an award  pursuant  to the Plan;  (ii) has vested  rights in the
Plan;  and  (iii)  is  approved  for   participation  by  the  Committee,   upon
recommendation by the Chief Executive Officer.

                                    ARTICLE V
                                  TERMS OF LOAN

         5.01. Amount of Loans. Each loan shall be at least twenty-five thousand
dollars  ($25,000)  and in no event may exceed the lesser of the: (i) Good Faith
Loan Value; or (ii) one hundred thousand dollars ($100,000) for  vice-presidents
and senior vice-presidents and one hundred fifty thousand dollars ($150,000) for
executive vice-presidents,  the chief financial officer, chief operating officer
and chief executive  officer.  The Committee may, at its option vary the minimum
and maximum amount of loans under this Program, in its discretion.

         5.02 Terms of Note. Each Note and Loan Agreement shall be substantially
in the form of  Exhibit  1  hereto,  with  such  variations  conforming  to this
paragraph as shall be appropriate  under the  circumstances.  Each Note shall be
executed and delivered by the Participant and the Participant's  spouse, if any;
shall be due and payable  five (5) years after the date of the loan;  shall bear
interest at a rate equal to the  Company's  average  annual cost of funds on its
largest  unsecured  credit  line,  payable  quarterly  on the  first day of each
February,  May,  August  and  November;  and shall be secured by a pledge of all
Common  Stock (and  proceeds  thereof)  which is  purchased  by the  Participant
pursuant  to  non-qualified  stock  options  granted  under  the  Plan.  In  the
discretion  of the  Committee  and upon  such  terms  and  conditions  as it may
specify,  Pledged  Shares may be released  from such pledge,  provided that such
release shall not cause the  principal  amount of the Note then  outstanding  to
exceed the Good Faith Loan Value of the  remaining  Pledged  Shares.  The entire
remaining  outstanding  principal  and  accrued  interest  of the Note  shall be
immediately  due and payable upon the  Participant's  termination  of employment
with the Company or an Affiliate, and/or upon sale of the Pledged Shares.

         5.03  Shareholder  Rights in Pledged Shares.  Until a default under the
Note, all Pledged Shares shall be registered in the  Participant's  name and the
Participant  shall have all rights of a shareholder  of the Company with respect
to such Pledged Shares.

         5.04 Dividends on Pledged Shares.  The Participant shall agree to remit
to the Company all  dividends  paid on the Pledged  Shares,  to be applied first
towards  payment of interest on the Note accrued to the dividend  payment  date,
and then towards  reduction of principal of the Note. Any balance of any applied
dividend  payment  remaining  after  prepayment  of the  Note in full  shall  be
delivered to the Participant.

         5.05 Effect of  Prepayment  of Note.  Partial  prepayments  of the Note
shall be permitted  but Pledged  Shares will be released from the pledge only to
the extent that the remaining pledged shares exceed the Good Faith Loan Value.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         6.01 Effect on  Employment.  Neither the adoption of this Program,  its
operation,  nor any documents describing or referring to the Program or any part
thereof shall confer upon any  individual any right to continue in the employ of
the  Company  or an  Affiliate  or in any way  affect any right and power of the
Company or an Affiliate to terminate the  employment of any employee at any time
with or without assigning a reason therefor.

         6.02 Unfunded Plan. The Program shall be unfunded and the Company shall
not be  required  to  segregate  any  assets  at any time for  purposes  of this
Program.  Any liability of the Company to any person under this Program shall be
based solely upon any contractual  obligations  that may be created  pursuant to
this Program. No such obligation of the Company shall be deemed to be secured by
any pledge of, or other encumbrance on, any property of the Company.

         6.03 Rules of  Construction.  Headings  are given to the  articles  and
sections of this Plan  solely as a  convenience  to  facilitate  reference.  The
reference  to any  statute,  regulation,  or  other  provision  of law  shall be
construed to refer to any amendment to or successor of such provision of law.

                                   ARTICLE VII
                                    AMENDMENT

         The Committee may amend from time to time, or terminate this Program in
accordance with the Plan.

                                  ARTICLE VIII
                             EFFECTIVE DATE OF PLAN

         The Plan shall be effective December 16, 1996.


<PAGE>
                                STORAGE USA, INC.

                                 LOAN AGREEMENT


         THIS AGREEMENT  dated as of the , 19__ by and between STORAGE USA, INC.
(the "Company") and  ("Participant")  and  _______________________________  (the
"Participant's Spouse") is made pursuant to and subject to the provisions of the
Storage USA,  Inc. 1996 Officers  Stock Option Loan Program (the  "Program"),  a
copy of which has previously  been furnished to  Participant.  All terms used in
this  Agreement  that are defined in the Program have the same meaning  given to
them in the Program.

         IN  CONSIDERATION  of the covenants set forth herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the Company and the Participant agrees as follows:

     1.   Loan. At Closing,  which shall occur simultaneously with the execution
          and  delivery  of  this  Agreement,  the  Company  shall  loan  to the
          Participant   and   Participant   shall  borrow  from  the  Company  $
          ($___.____) as evidenced by the Promissory Note (the "Note")  attached
          as Exhibit 1. The Good Faith Loan Value (as defined in the Program) is
          _____________ as of ___________.  The Participant acknowledges receipt
          of a copy of the Program.

     2.   Pledge of Shares.  The  Participant  hereby  pledges and grants to the
          Company as security for the payment of the Note a security interest in
          all  of the  Common  Stock  of the  Company  acquired  by  Participant
          pursuant to the exercise of  non-qualified  stock  options  granted to
          Participant  under the Company's 1993 Omnibus Stock Plan (the "Pledged
          Shares") and any securities  issued with respect to the Pledged Shares
          by way  of  stock  dividend,  stock  split,  share  transfer,  merger,
          consolidation  or other change in the  capitalization  of the Company.
          Upon issuance,  certificates for the Pledged Shares  registered in the
          name of the  Participant  shall be  delivered  to the  Company and the
          Participant  shall  deliver  to the  Company  a stock  power or powers
          executed by the Participant in blank. The Participant  agrees to remit
          to the Company upon receipt all dividends paid on the Pledged  Shares,
          to be applied to prepayment of the note as provided in Section 5.04 of
          the Plan.

     3.   Shareholder  Rights.  Following  the  Closing and so long as there has
          been no default in the  Participant's  obligations under his Note, all
          Pledged Shares shall remain  registered in the name of the Participant
          and the  Participant  shall have the right to vote the Pledged  Shares
          and to exercise  all rights of a holder of Common  Stock with  respect
          thereto.

     4.   Recourse Loan.  Participant and Participant's  Spouse acknowledge that
          they are liable for the  principal  amount of the Note and any accrued
          interest  thereon,  and that in  seeking  repayment  of the Note,  the
          Company  is not  required  to first  exercise  its  rights to sell the
          Pledged   Shares,   but  may  proceed   against  the  Participant  and
          Participant's  Spouse.  If  Participant  ceases to be  employed by the
          Company  or by  any  Affiliate  (as  defined  in the  Program)  of the
          Company,  all such principal and accrued interest shall become due and
          payable on the 90th day following cessation of such employment with no
          further notice.

     5.   No Right to Continued Employment.  This Agreement does not confer upon
          the  Participant any right to continuance of employment by the Company
          or any Affiliate,  nor shall it interfere in any way with the right of
          the Company or an Affiliate to terminate the Participant's  employment
          at any time.

     6.   Conflicts.  In the event of any conflict between the provisions of the
          Program  as in effect on the date  hereof and the  provisions  of this
          Agreement,  the provisions of the Program shall govern. All references
          herein to the Program  shall mean the Program as in effect on the date
          hereof.

     7.   Binding  Effect.  Subject to the  limitations  stated above and in the
          Program, this Agreement shall be binding upon and inure to the benefit
          of the legatees,  distributees,  and personal  representatives  of the
          Participant and the successors and assigns of the Company.

     8.   Governing  Law.  This  Agreement  shall be governed by the laws of the
          State of Tennessee.

     9.   Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          counterparts   and  by  the  different   parties  hereto  on  separate
          counterparts, each of which when so executed and delivered shall be an
          original  document,  but  all of  which  counterparts  shall  together
          constitute one and the same instrument.

         IN WITNESS WHEREOF,  the Company has caused this Agreement to be signed
by a duly  authorized  officer and the  Participant  has  affixed his  signature
hereto.

                                       STORAGE USA, INC.


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

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


                                       ----------------------------------------
                                       Participant

                                       ----------------------------------------
                                       Participant's Spouse
<PAGE>


                                                                       EXHIBIT 1

                                 PROMISSORY NOTE


$__________________                                    Dated:__________________
                                                       Memphis, Tennessee


         FOR VALUE RECEIVED, the undersigned  ____________________________  (the
"Officer"  or the  "Maker")  and,  if the  Officer  is  married  at the  date of
execution of this Note, the undersigned  spouse of the Officer (also a "Maker"),
promises (or if there shall be two Makers,  both jointly and severally  promise)
to pay to the order of STORAGE USA,  INC. (the  "Company"),  on the date that is
five years from the date hereof,  at the  principal  office of the Company,  165
Madison Ave.,  Memphis,  Tennessee,  or at such other place as the holder hereof
may designate in writing,  in lawful money of the United States of America,  the
sum  of   ______________________________________   Dollars  ($_________),   with
interest  thereon  payable in arrears on the first days of each  February,  May,
August  and  November  until  this Note is paid in full,  at a rate of  interest
equivalent to that rate paid by the Company on its largest unsecured credit line
(or if none,  at the interest rate paid by the Company on its public debt; or if
none, at the average  interest rate on all of the Company's  unsecured debt), as
adjusted quarterly.

         This Note is entered into  pursuant to the 1996  Officers  Stock Option
Loan Program (the "Program").

         The Maker (or if there shall be two Makers,  each Maker) shall have the
right to  prepay  this  Note in whole at any time or in part  from  time to time
without penalty on any amounts so prepaid.

         This Note is secured by a pledge of the Shares  which may be  purchased
by the Officer through the exercise of non-qualified stock options granted under
the 1993 Omnibus  Stock Plan.  Dividends on the Shares shall be applied  towards
prepayment  hereof, and Shares shall or may be released from such pledge, all as
provided in the Program.

         If at any time before  payment of this Note in full,  the Officer sells
any of the Shares  purchased by the Officer  pursuant to grants of non-qualified
stock options under the Company's  1993 Omnibus Stock Plan, the Maker agrees (or
if there shall be two Makers,  both jointly and severally  agree) to prepay this
Note  immediately  upon  receipt of the net  proceeds  of such sale in an amount
equal to the lesser of 100% of such net proceeds or the outstanding principal of
this Note and accrued interest to the date of such prepayment.

         All  prepayments  of this Note  shall be  applied  first to  payment of
accrued interest and then to reduction of outstanding principal.

         If any  payment  under  this  Note is not made  when  due,  all  unpaid
principal and accrued interest under this Note may, at the option of the holder,
be declared immediately due and payable. If the Officer ceases to be employed by
the Company or by any  Affiliate,  (as defined in the  Program),  subsidiary  or
parent corporation of the Company, all such principal and accrued interest shall
become due and payable on the 90th day  following  cessation of such  employment
without  declaration  or  notice  of any  kind.  If  proceedings  under the U.S.
Bankruptcy  Code or under any other  law,  state or  federal,  for the relief of
debtors  are filed by or  against  the Maker (or if there  shall be two  Makers,
either Maker) and not dismissed within 60 days after filing,  all such principal
and  accrued   interest  shall  become   immediately  due  and  payable  without
declaration  or notice of any kind.  No  failure  by the  holder of this Note to
exercise any right  hereunder shall be or be deemed to be a waiver of such right
or of any remedy consequent thereon.

         Presentment,  demand and notice of dishonor are hereby waived,  and the
Maker agrees (or if there shall be two Makers, both jointly and severally agree)
to be  bound  for the  payment  hereof  notwithstanding  any  agreement  for the
extension  of the due date of any payment  made by the holder after the maturity
thereof.

         The Maker  agrees (or if there  shall be two Makers,  both  jointly and
severally  agree) to pay all  collection  expenses,  court costs and  reasonable
attorneys'  fees  incurred  in  collection  of  this  Note or any  part  hereof.
References  to the Maker or Makers  shall  include  the Maker or Makers  and all
endorsers, sureties, guarantors and other obligors hereon.



                                      -----------------------------------------
                                      Maker

                                      -----------------------------------------
                                      Maker