STORAGE USA, INC.
                               165 Madison Avenue
                                   Suite 1300
                            Memphis, Tennessee 38103
                                 (901) 252-2000


August 4, 1999


Christopher P. Marr
Storage USA
165 Madison Ave. - Suite 1300
Memphis, TN  38103

Dear Chris,

Since August 1, 1998, you have served the Company in the capacity of Chief
Financial Officer. You report to the Chief Executive Officer. Your salary is
$210,000 subject to merit increases consistent with the Company's Compensation
Committee policy. In addition, you are eligible to receive an annual bonus and
other benefits made available from time to time by the Company to its senior
executive officers. Such benefits currently include, but are not limited to
participation in the Company's stock option plan, Shareholder Value Plan and
Employee Stock Purchase and Loan Plan. These benefits are subject to revision by
the Compensation Committee of the Board of Directors.

In consideration of your service to the Company, and as part of your
compensation/benefits package as a senior executive, the Company agrees, that,
for so long as you are employed by the Company, in the event that your
employment is terminated without Cause, if your job duties are significantly
diminished, or if you are required to report to any executive other than the
Chief Executive Officer you will be paid an amount equal to two years of your
then-current base salary (a "Termination Payment"). "Cause" means, without
limitation, failure to satisfactorily perform the duties and responsibilities of
the position in all material respects, 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). In the event of a
termination of your employment for Cause, you will only be entitled to those
severance benefits that may be awarded you by the Company's Compensation
Committee of the Board of Directors at its sole discretion.

You agree that, for two years following the receipt of a Termination Payment,
you will not, 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.

Your employment with the Company is at will and may be terminated at any time
for any reason, subject to payment of the Termination Payment in the event of a
termination without cause, as set out above.

You also agree that this letter agreement will be superseded by any subsequent
employment agreement between the Company and you, provided that such
agreement(s) contains a termination payment equivalent to the Termination
Payment.

Please sign, date and return the duplicate original of this letter indicating
your acceptance of its terms and conditions.

Sincerely,


/s/ Dean Jernigan                                       /s/ Christopher P. Marr
-----------------                                       -----------------------
                                                        Accepted and Agreed