September 1, 1998

Mr. Larry Hohl
8220 East Aster Drive
Scottsdale, AZ 85260

Dear Larry:

We are  pleased  to extend to you an offer of  employment  for the  position  of
Executive Vice  President,  Senior  Operating  Officer for Storage USA Inc. (the
"Company").  The job description for the position is attached.  Because our hope
is that you  will  transition  to the  President  and  Chief  Operating  Officer
position within 12 months, assuming personal performance, we are offering you an
employment  package that reflects the  President and COO level,  rather than the
EVP level.

Your base  salary  will be at a rate of  $325,000 a year.  It will be earned and
paid every other week.  Currently our pay periods end on a Friday with paychecks
issued the following  Tuesday.  Your compensation will be reviewed annually with
increases, if any, based on your performance and the performance of the Company.
Historically,  annual  salary  reviews occur in July and are pro-rated if you've
been  employed  for less  than one year.  You will be  eligible  for your  first
increase on July 1, 1999.

As part of your employment package, you will be eligible for:
o    A  performance  bonus with a target of 60%,  and a range of between 42% and
     78%, of base salary paid during the year. The target bonus is achievable if
     the Company  meets its  financial  goal for the year.  If the Company  only
     achieves  "threshold"  financial  performance  during the year, the maximum
     bonus  would  be  42%.  If  the  Company  achieves   "superior"   financial
     performance  during the year,  the  maximum  bonus  would be 78%.  In 1998,
     threshold,  target and superior  performance  is based on achieving 8%, 10%
     and 12%  growth in FFO per  share,  respectively.  The  Board of  Directors
     reserves the right to adjust  those  targets  annually.  For any FFO growth
     above  threshold,  the bonus is paid on a graduated scale. If, for example,
     the Company achieves 9% FFO growth,  the maximum bonus amount paid would be
     51%,  representing  the  midpoint  between  the 42%  threshold  and the 60%
     target.  If Storage USA fails to achieve  threshold  financial  performance
     during the year, no bonus would be payable.  The bonus is determined  based
     on 50% tied to individual objectives, which will be set by the CEO, and 50%
     tied to Company  performance.  The bonus will be  prorated  for 1998 and is
     payable subject to your being in the employment of the Company when bonuses
     are paid. Historically, annual bonuses have been paid in February.
o    Storage USA,  Inc.  stock  options on 75,000  shares,  pursuant to the 1993
     Omnibus Stock Plan,  which is attached.  The exercise  price of the options
     will be the closing price of the stock on your first day of employment. The
     options are for a ten-year period and will vest in equal  installments over
     a five-year period.
o    Annual  long-term  incentives,  valued at 125% of base pay,  consisting  of
     stock options (pursuant to the 1993 Omnibus Stock Plan) with a target value
     equal to 75% of base pay and  Shareholder  Value Plan  "performance  units"
     with a target value of 50% of base pay.
     Stock  options:  Currently,  the  Compensation  Committee  of the  Board of
     Directors (the "Compensation Committee") intends to value the options using
     a "present value method" which assumes 2% compound  annual real growth (5%,
     less 3% inflation) over the 10-year term of the options, giving each option
     an expected "present value" of $7.48,  based on the August 21 closing price
     of Storage USA, Inc. shares.  As an example,  based on that expected value,
     you would receive  32,586 options  (($325,000  base salary x 75%) / $7.48),
     beginning in December  1999, and annually  thereafter.  Using this formula,
     the number of options you would  receive  each year would change to reflect
     any changes in base salary as well as any changes in our share price, which
     would  change the  "present  value" of any future  grants of  options.  The
     options are for a 10-year term and vest over 5 years in equal installments.
     The  Compensation  Committee  reserves  the right to change  its  method of
     valuing the options.
     Shareholder Value Plan: Annually,  you would receive Shareholder Value Plan
     "performance  units"  with a target  value of 50% of base  pay.  We plan to
     implement  the SVP on January 1, 1999.  Based on your initial base pay, you
     would  receive 163  performance  units,  based on a target  value of $1,000
     each. (($325,000 base salary x 50%)/$1,000). Using this formula, the number
     of SVP units you  would  receive  each year  would  change to  reflect  any
     changes in base  salary.  The units  initially  would be issued  January 1,
     1999, and annually each January 1 thereafter. The units have a target value
     of  $1,000  at the end of their  three-year  term,  with a range of $500 to
     $3,000.  Target value is achieved if Storage USA's total shareholder return
     over the three-year term equals 110% of the NAREIT Equity REIT Total Return
     Index, or such other  comparable  performance  measure as designated by the
     Compensation  Committee;  threshold value of $500 is achieved if our return
     equals 100% of the index;  and  maximum  value of $3,000 is achieved if our
     return is 150% or more of the  index.  SVP  units  are paid on a  graduated
     scale above threshold. The units have no value if the return on Storage USA
     Inc. shares is below threshold.
o    The right to purchase up to 50,000 shares of Storage USA, Inc.  stock under
     the  Company's  1995  Employee  Stock  Purchase  and  Loan  Plan,  which is
     attached. The purchase price of the shares is the closing price on the date
     that you and your spouse sign the promissory note, and the interest rate of
     the loan is equal to the dividend rate at that time.  You will have 60 days
     from your first day of employment to sign the note.
o    A one-time signing bonus of two months of base salary,  payable as follows:
     $27,083 at time of hire and $27,083 on January 1, 1999.
o    Eligibility for the benefits  specified in the Storage USA, Inc.  Corporate
     Policies and Procedures  Manual,  as may be modified from time to time. You
     also are eligible for  relocation  benefits as described in our  relocation
     policy, which has been revised since the latest P&P manual and will be sent
     to you under separate cover. The Company would be happy to consider, within
     reason, any alternative  relocation  benefits that work better for you than
     our policy as  described  (e.g.,  a  short-term  bridge loan  instead of an
     outright purchase of your house). You would be eligible for health benefits
     on your date of hire.

In addition,  you would be entitled to a payment (a "Termination Payment") equal
to two years base salary at the time of  termination if you leave the employment
of Storage USA because:
a)   There is a change in control of the Company, as defined in the 1993 Omnibus
     Stock  Plan,  and  your  job is  eliminated  or your  responsibilities  are
     significantly  diminished,  and you choose not to take  another  equivalent
     position within Security Capital Group or its affiliated companies.
b)   You are terminated  without  "cause" or have your job duties  significantly
     diminished.  Failing to be promoted to the  President & COO position  would
     not be considered a "significant  diminishment"  in  responsibilities.  The
     company may terminate  your  employment for "cause",  which means,  without
     limitation,    failure   to   satisfactorily   perform   the   duties   and
     responsibilities  of the position in all material  respects as described in
     the  attached job  description,  as may be revised from time to time by the
     CEO; willful failure to carry out the reasonable and material  instructions
     of the CEO; embezzlement of the company's assets; fraud, misrepresentation,
     theft or  violations of law or company  policies  (other than minor traffic
     violations or similar offenses).  If you are terminated for "cause", you do
     not receive a Termination Payment as described above, but could be eligible
     for an alternative  severance package at the discretion of the Compensation
     Committee.

You agree that,  for two years  following the receipt of a Termination  Payment,
you will not,  within  the U.S.,  directly  or  indirectly  work for or hold any
equity  interest or other  interest in any entity  that,  as of the date of your
termination,  is in any line of  business  directly  competitive  to that of the
Company.

The  provisions  of the 1993  Omnibus  Stock Plan  govern the vesting of options
granted under that plan in the event of a change of control.  The vesting of the
Shareholder  Value Plan follows the same  provisions  as the 1993 Omnibus  Stock
Plan for change of control and  termination.  Any  retained SVP units do not pay
out until the end of their  three-year  terms.  Please  excuse the  formality of
this,  but for legal reasons we also need to let you know that the terms of this
letter do not imply  employment for a specific  period of time.  Your employment
with us - like all of our  employees - is "at will,"  which means  either you or
the  Company  can  terminate  it at any time,  with or without  cause.  However,
termination of your  employment by the Company  without cause will result in the
above-described  payments. This statement is the entirety of your agreement with
the Company on the subject of the duration of your employment.

We  appreciate  and expect  your  keeping  this offer and its terms in  complete
confidence.

I am excited  about the prospects of your working with Storage USA, and I'm very
hopeful  that you will accept  this  offer.  If you choose to accept this offer,
please  sign a copy of this  letter in the space below and return it to me. Your
signature will indicate acceptance of employment pursuant to these terms. All of
us at Storage USA look forward to seeing you on as soon as possible. If you have
any  questions,  or would like to discuss this offer,  please do not hesitate to
call me.

Sincerely,



Dean Jernigan

I hereby accept this offer on the above terms by the following acknowledgement:



/s/ Larry D. Hohl                                             September 2, 1998
---------------------------                                   -----------------
Candidate's Signature                                         Date of Acceptance


<PAGE>


July 24,1998

Mr. John W. McConomy
2900 Waterleaf Drive
Germantown, TN 38138

Dear John:

We are pleased to extend to you an offer of employment for the position of
Executive Vice President & General Counsel for Storage USA. The position will
report to the Chief Executive Officer.

Your employment will begin at your earliest convenience. Your base salary will
be at a rate of $195,000 a year, and will be earned and paid every other week.
Currently our pay periods end on a Friday with paychecks issued the following
Tuesday. Your compensation will be reviewed annually with adjustments based on
your performance and the performance of the company. Historically, annual salary
reviews occur in July and are pro-rated if you've been employed for less than
one year. Your will be eligible for your first increase on July 1, 1999.

As part of your employment package, you will be eligible for:

o    A discretionary performance bonus with a range of 30% to 50% of your base
     salary paid during the year. The bonus will be prorated for 1998 and is
     payable subject to your being in the employment of the company when
     discretionary bonuses are paid. Historically, annual bonuses have been paid
     in February.

o    Benefits specified in the Storage USA, Inc. Corporate Policies and
     Procedures Manual, as may be modified from time to time. The attached
     brochure provides a general overview of the benefits for which you are
     eligible. Please note that we have a 30-day waiting period before you will
     become eligible for our health care plan, so you should contact your
     current employer regarding continuing your health coverage through its
     COBRA plan.

o    Storage USA stock options on 50,000 shares. The exercise price of the
     options will be the closing price of the stock on your first day of
     employment. The options are for a ten-year period and will vest in equal
     installments over a five-year period. You must be an employee of the
     company for any vesting to occur.



<PAGE>



o    The purchase of 20,000 shares of Storage USA stock within our Employee
     Stock Purchase Plan. The attached Proxy will describe the details of this
     program as well as our stock option program.

     In addition, Storage USA historically has offered additional benefits that
include:

o    Holiday bonus.

o    Profit-sharing contributions to a 401K plan at a level of 3% of base
     compensation paid during the year in which you become eligible for the
     plan; currently, you become eligible after six months of employment.

It is further understood that in the event the company terminates your
employment without cause your severance pay will be 1 1/2 times your base salary
at that time and all unvested options will vest. You will be given six months to
repay your stock purchase loan.

These additional benefits are reviewed annually and may or may not continue
based on management guidelines and discretion at the time they are reviewed.

John, we are extremely pleased with the opportunity of you joining our company.
I look forward to a long and successful relationship with you.


Sincerely,

/s/ Dean Jernigan

Dean Jernigan

DJ/da
Encls.  Storage USA Employee Benefit Brochure
        Storage USA Proxy

I hereby accept this offer by the following acknowledgement:

/s/ John McConomy                                7-25-98
------------------------------------------------------------------------------
John McConomy                                Date of Acceptance

<PAGE>



May 15,1996


Mr. Richard Stern
4136 N. Walnut Avenue
Arlington Heights, IL 60004


Dear Rich:

Please accept this letter as an outline of the conditions under which you will
become and operate as an employee of Storage USA, Inc. ("SUS") effective June
1, 1996.

1. The Employee Handbook and all policies and procedures of SUS (as amended from
time to time) will be in force except as specifically amended herein.

2. Your title shall be Senior Vice President - Development.

3. Your base compensation shall be $125,000 per year payable in installments bi-
weekly.

4. Your base compensation and performance shall be reviewed annually in June or
July.

5. You shall be entitled to four weeks of vacation and three personal days in
addition to other normal company holidays.

6. Upon acceptance of employment you shall receive options pursuant to the terms
and conditions of the 1993 Omnibus Stock Plan, a copy of which is attached as
Exhibit A hereto, to purchase 15,000 shares of SUS stock at the closing price of
the stock on the date of acceptance of this employment offer. Your rights to
exercise shall vest 1/3 upon acceptance, 1/3 twelve months later, and 1/3 twelve
months later.

7. A condition of your employment shall be that upon notice from the company,
you shall be obligated to relocate your employment location to Columbia, MD, at
the company's expense, provided SUS gives you six months notice. SUS shall
reimburse you for three trips by you and your wife (one trip may include your
children) to the Columbia, MD area for the purpose of seeking a residence and/or
investigating the area.


<PAGE>


8. Upon acceptance of employment you shall receive the right pursuant to the
terms and conditions of the 1995 Stock Purchase and Loan Plan to purchase up to
10,000 shares of SUS stock at the closing price of the stock on the date you
decide to initiate the purchase of the stock. SUS shall make available to you a
loan in an amount equal to 100% of the stock you decide to purchase (up to
10,000 shares) at a flat interest rate of 7% for seven years. All
dividends/distributions on the stock shall be used to pay firstly any interest
on the loan and secondly to repay principal. The loan shall be fully recourse to
you and your wife and secured by the stock.

9. Should SUS terminate your employment during the first three years thereof
other than for cause, you shall be entitled to receive as severance an amount
equal to twelve months of base compensation.

10. The board of directors of SUS determines what bonuses will be paid on an
annual basis. It is expected that bonuses for a senior vice president would
equal 25% - 40% of your base compensation but the final determination shall rest
solely with the board.

11. You shall be entitled to receive a special commission of $50,000 per
property, payable at or within seven days of closing, for the first four
properties you are instrumental in acquiring on the company's behalf. SUS shall
guarantee that during the first two years of your employment it shall either
acquire four properties with which you are instrumentally involved, or, if the
company acquires less than four properties, it shall pay you $50,000 for each
property less than four. You agree that any consulting and/or brokerage fees
payable to you by any entity other than SUS (which fees relate to property
acquired by SUS) shall either be used to offset all or part of the $50,000
commissions referenced above or shall be otherwise paid to SUS, or offset
against financial obligations between SUS and you, or netted against the price
paid for a property (if possible), as SUS may choose (assuring that there are no
adverse tax consequences to you).


We are extremely pleased at the prospect of you becoming a SUS employee at your
earliest convenience. Please advise should you have any questions.



Sincerely,

/s/ Dean Jernigan

cc: Jesse Morgan

                                               Accepted By:

                                               /s/  Richard B. Stern
                                               -------------------------------
                                               Richard B. Stern

                                               Date: May 20, 1996

<PAGE>


                              EMPLOYMENT AGREEMENT


     This Agreement made this 6th day of December, 1995, between Storage USA,
Inc., a Tennessee corporation ("Storage"), and Morris J. Kriger ("Employee").

     WHEREAS, Storage desires to assure itself that the experience and skill of
Employee will be available to Storage,

     NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and intending to be legally bound thereby, Storage and Employee hereby
agree as follows:

     1. Employment and Employment Period. Storage shall employ Employee to serve
for a period commencing on the date hereof and ending March 31, 2001
("Employment Period"). It is understood that Employee shall be the Executive
Vice President -- Acquisitions of Storage, its successors or assigns. Storage is
entitled to Employee's best efforts to discharge of the duties of such office,
and Employee cannot be denied the hereinafter mentioned compensation so long as
Employee performs such duties, or is restrained from so performing by the
directions and/or instructions as hereinafter specified. It is understood that
Employee shall have full authority to head the acquisition operation of Storage
in accordance with the general business plans, policies and guidelines of
Storage. Employee shall normally receive such directions and/or instructions
from Dean Jernigan or his successor as Chairman and Chief Executive Officer of
Storage. Employee shall not be required to answer to, or be instructed by any
other officer, although Employee acknowledges that for purposes of any chart of
corporate structure, Employee may be shown reporting to the President of
Storage. It is understood that Employee, as Executive Vice President --
Acquisition, shall have full authority in the management decisions pertaining to
the day-to-day acquisition operations of Storage and that the general business
plans, policies and guidelines of Storage to which such authority is subject,
shall be the general plans, policies and guidelines of Storage. Any attempt to
relieve Employee of his authority or duties hereunder or to diminish the
position or responsibilities of Employee hereunder, without cause as defined in
Section 5 hereof, whether in name or in fact, shall be deemed a breach hereof by
Storage, and Employee shall continue to receive his compensation during the full
Employment Period, but shall have no further obligation to perform any services
of behalf of Storage. The offices where Employee shall normally perform such
services shall not be located outside Shelby County, Tennessee, so that Employee
will not be obligate to relocate.

     2. Compensation. As annual compensation for Employee's services hereunder
during the Employment Period, commencing February 15, 1996, Storage agrees to
pay One Hundred Seventy-Five Thousand Dollars ($175,000), payable on the same
periodic

<PAGE>



basis as other executive level employees. Employees annual compensation shall be
increased from time to time on the same basis as other executive level
employees. During the Employment Period, Employee shall also be entitled to
receive the same bonus and incentive compensation benefits provided to other
executive level employees. During the Employment Period, Employee shall also be
entitled to receive the same employee benefits provided to other executive level
employees, such as group medical, hospitalization, health life and disability
insurance, 401K, pension plans, profit sharing plans or other retirement type
plans and programs and reasonable vacations without cessation of compensation.
Employee shall be entitled to reimbursement of accountable business expenses
consistent with Storage's practices.

     3. Initial Loan. Employee shall be and is hereby granted a loan, as of
February 9,1996, sufficient to acquire twenty thousand (20,000) shares of
Storage. The loan shall be evidenced by a promissory note executed by Employee
and secured by such shares. The loan shall bear interest at seven percent (7%)
per annum (the shares current dividend rate) and be payable quarterly from such
dividend. If the dividend on such shares exceeds the interest payment due, the
balance will be used to repay the loan. The loan will mature in seven (7) years.
The loan and the share acquisition shall be as of the date hereof.

     4 Options and Grants. Employee shall be and is hereby granted, as of the
date hereof, the option to acquire fifty thousand (50,000) shares of Storage
pursuant to the 1993 STOCK OPTION PLAN adopted by Storage. This option shall
vest one-third (1/3) annually and shall be exercisable for a ten (10) year
period. In addition, Employee shall be entitled to additional options, grants or
other share acquisition opportunities on the same basis (cost, frequency,
quantity, vesting and term), from time to time, as awarded to other executive
level employees, as determined by the compensation committee.

     5. Termination for Cause. Upon thirty (30) days written notice to Employee
specifying the cause, Storage shall have the right to terminate the employment
of Employee for cause, without further obligation to Employee for Employee's
compensation, as provided in Section 2 of this Agreement. Cause shall mean the
willful failure and, after notice, refusal by Employee to perform the duties of
Employee, subject to the provisions of Section 1 of this Agreement or Employee's
conviction of a felony. Neither the volume of Acquisitions, nor the income of
Storage shall be deemed to be cause for termination under this Section 5.

     6. Employee as Lawyer. Storage acknowledges that Employee has practiced law
for more than thirty (30) years. In consideration of Employee's professional
status, Storage agrees that Employee shall be entitled to attend professional
seminars no less frequently than are required by the State Bar of Tennessee.
Storage agrees to pay Employee's professional dues and the expenses of attending
such professional seminars.


<PAGE>


     7. Remedies for Breach. In the event of a breach by Employee, Storage's
sole remedy shall be the forfeiture by Employee of any unearned compensation
remaining, owing to Employee for the Employment Period. In the event of a breach
by Storage, employee shall be entitled to all compensation which Employee would
have received during the Employment Period, as if there had been no such breach,
but Employee shall have no obligation to perform any services under this
Agreement for the remainder of the Employment Period. Payments hereunder shall
be remitted directly to the Employee.

     8. Entire Agreement. This Agreement contains the entire agreement between
the parties. It may not be changed orally, but may be changed only by an
agreement, in writing, signed by the party against whom enforcement thereof is
sought.

     9. Assignment. This Agreement shall inure to the benefit of, and be binding
upon Storage, its successors and assigns, and upon Employee.

     10. Severability. If for any reason whatsoever, a court of competent
jurisdiction determines that any provision of this Agreement is invalid or
unenforceable, all other provisions of the Agreement shall remain valid and
fully enforceable.

     11. Governing Law. This Agreement and the obligations of the parties
hereunder shall be governed by, and construed under, the laws of the State of
Tennessee.

     IN WITNESS WHEREOF, the parties hereto have executed this instrument as of
the day and year first written above.


                                             EMPLOYEE:

                                             /s/ Morris J. Kriger
                                             ---------------------------------
                                             Morris J. Kriger


                                             STORAGE:

                                             Storage USA, Inc.

                                             By: /s/ Dean Jernigan
                                                -------------------------------
                                                Dean Jernigan, Chairman