STORAGE USA, INC.
                             SHAREHOLDER VALUE PLAN


                               SECTION 1: PURPOSE

         The  purpose  of the  Storage  USA,  Inc.  Shareholder  Value Plan (the
"Plan") is:

         (a) to increase a  Participant's  economic  interest  in the  long-term
success of Storage USA, Inc.,

         (b) to encourage  Participants to continue employment with Storage USA,
Inc., and

         (c) to reward Participants for achieving long term goals.

                             SECTION 2: DEFINITIONS

         2.1 Award:  The value of a Shareholder  Value Unit ("SVU") Grant at the
end of an Award Period  calculated as the product of an SVU Grant  multiplied by
the SVU Value.

         2.2 Award Account: A nonqualified,  deferred  compensation  account for
each Participant,  into which Awards, if earned,  may be credited as they become
vested in accordance with Section 3.6, for later  distribution to a Participant,
if so elected by Participants pursuant to Section 3.6.

         2.3 Award Period: A period of no less than three full fiscal years over
which performance is measured for Award Period Performance Measure determination
purposes. The Award Period may be a rolling period.

         2.4 Award Period  Performance  Measure:  The Award  Period  Performance
Measure  shall be a  measure  of the  Company's  total  shareholder  return  (as
calculated by the sum total of yield plus appreciation/depreciation in the price
of the Company's  common stock over the Award  Period) or such other  components
selected  by the  Committee,  which are ranked or  compared  to such  indices or
competitors as the Committee may, in its sole discretion,  determine.  Initially
the Award Period Performance Measure shall be as set out on the attached Exhibit
"A".

         2.5 Company: Storage USA, Inc.

         2.6 Committee:  The Compensation Committee of the Board of Directors of
the Company.

         2.7 Effective Date: This Plan shall be effective January 1, 1999.

         2.8  Participant:  A key  executive of the Company,  its  affiliates or
Storage  USA  Franchise  Corp.  who is a  member  of a select  group  of  highly
compensated or management  employees who, through the effective execution of his
or her assigned duties and  responsibilities,  is in a position to have a direct
and  measurable  impact on the Company's  long-term  financial  results,  and is
designated by the Committee to be eligible for an SVU Grant.

         2.9 SVU  ("SVU"):  A  Shareholder  Value  Unit  is a unit of long  term
incentive compensation. An SVU shall have an initial value of zero dollars.

         2.10 SVU Value:  SVU Value shall be the value of each SVU based upon an
Award Period Performance Measure.  Initially, the SVU Values shall be determined
as set out on the attached  Exhibit A. SVU Values for Award  Period  Performance
Measures  between those shown in Exhibit A shall be  interpolated  as set out on
Exhibit "B", or as otherwise determined by the Committee.

         2.11 SVU Grant: The total number of Shareholder  Value Units granted to
a Participant for a particular Award Period.

         2.12  Targeted  Annual  Compensation:  The  target  compensation  for a
Participant  expressed,  in  dollars,  as a  percentage,  as  determined  by the
Committee, of total annual base compensation..


                  SECTION 3: PLAN OPERATION AND ADMINISTRATION

         3.1 SVU Grants: At the beginning of an Award Period, the Committee will
determine  the  total  number  of  SVU  Grants  that  will  be  granted,   which
Participants will receive SVU Grants,  and the amount of each  Participant's SVU
Grant. SVU Grants previously  granted (but upon which no Award has been made) to
a Participant  shall be cancelled in the event of  Termination  (as such term is
defined in the 1993 Omnibus Stock Plan),  unless the Committee  shall  determine
otherwise,  except  in  the  event  of  the  death  or  total  disability  of  a
Participant, in which event any Awards due shall be paid, upon conclusion of the
Award Period, to the  Participant's  beneficiary (or estate, if none stated) (in
the event of death) or to the Participant (in the event of total disability). In
the event of a  fractional  SVU Grant,  such  fractions  shall be rounded to the
nearest whole number.

         3.2  Determination of SVU Grants: An SVU Grant will consist of a number
of SVU's granted to any one  Participant as determined by the Committee,  in its
sole  discretion,  at the  beginning  of each Award  Period (or in the case of a
newly hired or newly promoted  Participant,  at such time as the Committee shall
determine) as follows:
                          Targeted Annual Compensation
                          ----------------------------
                                      $1000

         3.3 Award Periods:  The Committee may elect to make an SVU Grant at any
time provided that the beginning of an Award Period coincides with the beginning
of the Company's  fiscal year.  However,  with respect to a newly hired or newly
promoted Participant(s), the Committee may issue SVU Grant for the current Award
Period provided such  Participant(s) is hired or promoted within the first three
months of such Award Period.

         3.4  Amount of Award:  At the end of each Award  Period  the  Committee
shall determine the SVU Value based upon the Award Period  Performance  Measures
and make Awards to each  Participant  equal to the SVU Value  multiplied  by the
number  of  the  Participant's   outstanding  SVU  Grants.   For  example:   the
Participant's  annual base  compensation  is $100,000  and the  Targeted  Annual
Compensation  is 30% or $30,000.  $30,000/$1000 = 30. The Participant is granted
30 SVU's on January 1, 1999 for the Award Period  starting on that date.  At the
end of the Award Period (December 31, 2002) the SVU Value is determined to be in
range C2 in the matrix set out on Exhibit A. The SVU Value  will,  therefore  be
$1000. The Participant's Award will be $30,000.

         3.5 Form and  Payment  of Award:  An Award may be made in either a cash
amount or a number of shares of Company  stock,  in the sole  discretion  of the
Committee.  If made in Company  stock,  shares of such stock  shall be issued as
restricted shares pursuant to the Company's 1993 Omnibus Stock Plan.  Payment of
the Award shall be as soon after the close of an Award period as practical.

         3.6 Award Deferrals:  If elected by the Participant prior to the end of
the third calendar quarter of the final year of the Award Period,  an Award will
be credited to a  Participant's  Award  Account , where it will remain until the
Participant  terminates  employment with the Company at which time payment shall
commence. Upon commencement of payment, the balance of the Award Account will be
paid to the  Participant  in a lump sum or in  installments  as  elected  by the
Participant at the time of the deferral election,  but in no event will payments
extend beyond five (5) annual  installments.  Award Accounts  consisting of cash
will be credited with interest as  determined by the  Committee,  less any fees,
taxes or other  current  or future  obligations  that might be  incurred  by the
Company as a direct  result of the  existence  and/or  maintenance  of the Award
Account. Award Accounts held as Company stock shall be paid in shares of Company
Stock,  and any  dividends  paid on such shares will be reinvested in shares (or
fractional   shares)  of  Company  stock  pursuant  to  the  Company's  Dividend
Reinvestment Plan.

                       SECTION 4: MISCELLANEOUS PROVISIONS

         4.1  Grant  Limitations:  The  total  value  (number  of SVU's  granted
multiplied by the SVU Value) of all SVU Grants made to all  Participants  for an
Award Period will not exceed the amount specified in Section 3.2.

         4.2  Nontransferability of SVU Grants & Awards: SVU Grants shall not be
transferred, assigned, pledged or encumbered.

         4.3  Amendment  and  Termination:  The  Company  or the  Committee  may
terminate,  amend  or  modify  the  Plan at any  time in any  respect  it  deems
advisable,  without prior notice;  provided that:  (i) any Awards  deferral by a
Participant  pursuant to Section 3.6 shall be paid as directed by a Participant;
and (ii) the Plan may be  terminated  only  prospectively  and any current Award
Periods for which SVU Values have not been  determined  shall continue until the
end of such Award  Period,  at which time Awards shall be made  pursuant to this
Plan.

         4.4 Right to Terminate Employment:  Nothing contained in the Plan shall
confer upon any person a right to be employed by or to continue in the employ of
the Company or  interfere  in any way with the right of the Company to terminate
the employment of a Participant at any time, with or without cause.

         4.5 Finality of  Determinations:  By  participating  in the Plan,  each
Participant  waives the right to litigate any dispute  arising  pursuant to this
Plan in any court of otherwise competent jurisdiction.  The Committee shall have
the  discretion  to construe and interpret  the  provisions of the Plan,  and to
administer the Plan. Each determination, interpretation, or other action made by
the Company or the Committee  shall be final and binding for all  purposes.  The
Company  may,  but is not  required  to,  utilize a mediator to  facilitate  the
resolution of any dispute,  and such mediator shall be a disinterested  party to
the dispute.

         4.6  Withholding:  The Company  shall have the right to deduct from all
amounts paid pursuant to the Plan, any taxes required by law to be withheld.

         4.7 Grants  Discretionary:  No employee or other  person shall have any
claim or right to receive a SVU Grant under the Plan.

         4.8  Nonqualified  Plan-Award  Deferrals:  To the extent a  Participant
elects a  deferral  under  Section  3.6,  this Plan is a  nonqualified  deferred
compensation  plan under the Internal  Revenue Code of 1986. Any deferral Awards
that may be earned and become vested by Participants  from time to time shall be
credited  to  his/her  Award  Account  which may,  or may not,  be held in trust
primarily for the benefit of the Participant.  A Participant's  right to his/her
Award Account,  whether or not held in trust,  shall be  subordinated to secured
creditors of the Company in the event of  bankruptcy  or  insolvency  and shall,
therefore,  always  be  subjected  to  a  substantial  risk  of  forfeiture.  No
Participant or other person shall have any interest in any particular  assets of
the  Company by reason of the right to receive a benefit  under the Plan and any
Participant  or other person  shall have only the rights of a general  unsecured
creditor of the Company with respect to any rights under the Plan.

         4.9  Adjustment to Value:  If,  during an Award  Period,  the Company's
structure  should be  materially  altered by virtue of an  acquisition,  merger,
divestiture  or  reorganization,  the  Committee  may  redefine the Award Period
Performance  Measures,  the Award Period,  SVU Value and/or restate SVU Value to
reflect the impact of such change. The nature of any such adjustment shall be to
protect  the purpose and  integrity  of the Plan,  reducing  the  potential  for
windfall gains or losses for Participants.

         4.10  Governing Law: The Plan shall be governed by the internal laws of
the  State  of  Tennessee,  except  to the  extent  preempted  by  the  Employee
Retirement Income Security Act of 1974.

         4.11 Severability: If any provision of this Plan is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term
hereof,  the remaining  provisions  hereof shall remain in full force and effect
and shall not be affected by the illegal,  invalid or  unenforceable  provision.
Furthermore,  in lieu of such illegal or unenforceable provision, there shall be
added  automatically  as a part of this Plan a provision  as similar in terms to
such illegal,  invalid, or unenforceable  provision as may be possible and still
be legal, valid and enforceable.



         IN WITNESS  WHEREOF,  the  Company  has caused this Plan to be executed
this 3rd day of February, 1999.


ATTEST:                                          STORAGE USA, INC.



By: /s/ John W. McConomy                         By: /s/ Christopher P. Marr
   ------------------------                         ---------------------------
       John W. McConomy                                 Christopher P. Marr
       Executive VP & General Counsel                   Chief Financial Officer