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                                                                    EXHIBIT 10.4


                                STORAGE USA, INC.
                            INDEMNIFICATION AGREEMENT


         This Agreement made and entered into this first day of August, 2001
(the "Agreement"), by and between Storage USA, Inc., a Tennessee corporation
(the "Company," which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled directly or indirectly by the Company) and
_______________________ ("Indemnitee"):

         WHEREAS, it is essential to the Company that it be able to retain and
attract as directors the most capable persons available;

         WHEREAS, increased corporate litigation has subjected directors to
litigation risks and expenses, and the limitations on the availability and
effectiveness of directors and officers liability insurance have made it more
important for the Company to provide effective indemnification in order to
attract and retain such persons;

         WHEREAS, the Company's Amended and Restated Charter, as amended (the
"Charter") requires it to indemnify its directors to the fullest extent
permitted by law, thereby permitting it to enter into indemnification
agreements;

         WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee's rights to full indemnification against
litigation risks and expenses to the fullest extent permitted by law
(regardless, among other things, of any amendment to or revocation of the
Charter or any change in the ownership of the Company or the composition of its
Board of Directors); and

         WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in continuing as a director of the Company.

         NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         1.       Definitions.

                  (a)      "Corporate Status" describes the status of a person
                  who is serving or has served (i) as a director of the Company,
                  (ii) in any capacity with respect to any employee benefit plan
                  of the Company, or (iii) as a director, partner, trustee,
                  officer, employee, or agent of any other Entity at the request
                  of the Company. For purposes of subsection (iii) of this
                  Section 1(a), if Indemnitee is serving or has served as a
                  director, partner, trustee, officer, employee or agent of a
                  Subsidiary, Indemnitee shall be deemed to be serving or to
                  have served at the request of the Company.
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                  (b)      "Entity" shall mean any corporation, partnership,
                  limited liability company, joint venture, trust, foundation,
                  association, organization or other legal entity.

                  (c)      "Expenses" shall mean all reasonable fees, costs and
                  expenses incurred by Indemnitee in connection with any
                  Proceeding (as defined below), including, without limitation,
                  attorneys' fees, disbursements and retainers (including,
                  without limitation, any such fees, disbursements and retainers
                  incurred by Indemnitee pursuant to Sections 9 and 10(c) of
                  this Agreement), fees and disbursements of expert witnesses,
                  private investigators and professional advisors (including,
                  without limitation, accountants and investment bankers), court
                  costs, transcript costs, fees of experts, travel expenses,
                  duplicating, printing and binding costs, telephone and fax
                  transmission charges, postage, delivery services, secretarial
                  services, and other disbursements and expenses.

                  (d)      "Indemnifiable Expenses," "Indemnifiable Liabilities"
                  and "Indemnifiable Amounts" shall have the meanings ascribed
                  to those terms in Section 2(a) below.

                  (e)      "Liabilities" shall mean judgments, damages,
                  liabilities, losses, penalties, excise taxes, fines and
                  amounts paid in settlement.

                  (f)      "Proceeding" shall mean any threatened, pending or
                  completed claim, action, suit, arbitration, alternate dispute
                  resolution process, investigation, informal inquiry by a
                  government agency, administrative hearing, appeal, or any
                  other proceeding, whether civil, criminal, administrative,
                  arbitrative or investigative, and whether formal or informal,
                  including a proceeding initiated by Indemnitee pursuant to
                  Section 9 of this Agreement to enforce Indemnitee's rights
                  hereunder.

                  (g)      "Subsidiary" shall mean any corporation, partnership,
                  limited liability company, joint venture, trust or other
                  Entity of which the Company owns (either directly or through
                  or together with another Subsidiary of the Company) either (i)
                  a general partner, managing member or other similar interest
                  or (ii) (A) 50% or more of the voting power of the voting
                  capital equity interests of such corporation, partnership,
                  limited liability company, joint venture or other Entity, or
                  (B) 50% or more of the outstanding voting capital stock or
                  other voting equity interests of such corporation,
                  partnership, limited liability company, joint venture or other
                  Entity.

         2.       Agreement to Indemnify. The Company agrees to indemnify
Indemnitee as follows:

                  (a)      Proceedings Other Than By or In the Right of the
                  Company. Subject to the exceptions contained in Section 3(a)
                  below, if Indemnitee was or is a party or is threatened to be
                  made a party to any Proceeding (other than a Proceeding by or
                  in the right of the Company) by reason of Indemnitee's
                  Corporate Status,


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                  Indemnitee shall be indemnified by the Company against all
                  Expenses and Liabilities incurred or paid by Indemnitee in
                  connection with such Proceeding (referred to herein as
                  "Indemnifiable Expenses" and "Indemnifiable Liabilities,"
                  respectively, and collectively as "Indemnifiable Amounts").

                  (b)      Proceedings By or In the Right of the Company.
                  Subject to the exceptions contained in Section 3(b) below, if
                  Indemnitee was or is a party or is threatened to be made a
                  party to any Proceeding by or in the right of the Company by
                  reason of Indemnitee's Corporate Status, Indemnitee shall be
                  indemnified by the Company against all Indemnifiable Amounts.


                  (c)      Presumption Regarding Standard of Care. In making any
                  determination required to be made under Tennessee law with
                  respect to entitlement to indemnification hereunder, there
                  shall be a rebuttable presumption that Indemnitee is entitled
                  to indemnification under this Agreement if Indemnitee
                  submitted a request therefor in accordance with Section 4 of
                  this Agreement, and the Company shall have the burden of proof
                  to overcome that presumption in connection with the making by
                  any person, persons or Entity of any determination contrary to
                  that presumption.

         3.       Exceptions to Indemnification. Indemnitee shall be entitled to
indemnification under Sections 2(a) and 2(b) above in all circumstances and with
respect to all claims, issues and matters referred to therein other than with
respect to any specific claim, issue or matter involved in the Proceeding out of
which Indemnitee's claim for indemnification has arisen, as follows:

                  (a)      Proceedings Other Than By or In the Right of the
                  Company. If indemnification is requested under Section 2(a) in
                  a Proceeding other than by or in the right of the Company and
                  it has been finally adjudicated by a court of competent
                  jurisdiction that, in connection with such specific claim,
                  issue or matter, Indemnitee (i) engaged in actions or
                  omissions not in good faith or which involve intentional
                  misconduct or a knowing violation of law; (ii) failed to act
                  in a manner Indemnitee reasonably believed to be in the best
                  interests of the Company in the case of conduct in
                  Indemnitee's official capacity with the Company or at least
                  reasonably believed to be not opposed to the best interests of
                  the Company in all other cases; (iii) with respect to any
                  criminal Proceeding, had reasonable cause to believe that
                  Indemnitee's conduct was unlawful; (iv) improperly received a
                  personal benefit; (v) breached his or her duty of loyalty to
                  the Company or its shareholders; or (vi) is liable under
                  Tennessee Code Annotated ss. 48-18-304, Indemnitee shall not
                  be entitled to payment of Indemnifiable Amounts hereunder with
                  respect to such specific claim, issue or matter.

                  (b)      Proceedings By or In the Right of the Company. If
                  indemnification is requested under Section 2(b) in a
                  Proceeding by or in the right of the Company and


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<PAGE>

                                    (i) it has been finally adjudicated by a
                                    court of competent jurisdiction that, in
                                    connection with such specific claim, issue
                                    or matter, Indemnitee (A) engaged in actions
                                    or omissions not in good faith or which
                                    involve intentional misconduct or a knowing
                                    violation of law; (B) failed to act in a
                                    manner Indemnitee reasonably believed to be
                                    in the best interests of the Company in the
                                    case of conduct in Indemnitee's official
                                    capacity with the Company or at least
                                    reasonably believed to be not opposed to the
                                    best interests of the Company in all other
                                    cases; (C) with respect to any criminal
                                    Proceeding, had reasonable cause to believe
                                    that Indemnitee's conduct was unlawful; (D)
                                    improperly received a personal benefit; (E)
                                    breached his or her duty of loyalty to the
                                    Company or its shareholders; or (F) is
                                    liable under Tennessee Code Annotated ss.
                                    48-18-304, Indemnitee shall not be entitled
                                    to payment of Indemnifiable Expenses (or any
                                    other Indemnifiable Amounts) hereunder with
                                    respect to such specific claim, issue or
                                    matter; or

                                    (ii) it has been finally adjudicated by a
                                    court of competent jurisdiction that
                                    Indemnitee is liable to the Company with
                                    respect to such specific claim, Indemnitee
                                    shall not be entitled to payment of
                                    Indemnifiable Expenses (or any other
                                    Indemnifiable Amounts) hereunder with
                                    respect to such specific claim, issue or
                                    matter; or

                                    (iii) it has been finally adjudicated by a
                                    court of competent jurisdiction that
                                    Indemnitee is liable to the Company for an
                                    accounting of profits made from the purchase
                                    or sale by Indemnitee of securities of the
                                    Company pursuant to the provisions of
                                    Section 16(b) of the Securities Exchange Act
                                    of 1934, the rules and regulations
                                    promulgated thereunder and amendments
                                    thereto or similar provisions of any
                                    federal, state or local statutory law, or if
                                    Indemnitee agrees by way of settlement or
                                    otherwise to pay any or all of such profits
                                    to the Company, Indemnitee shall not be
                                    entitled to payment of Indemnifiable
                                    Expenses (or any other Indemnifiable
                                    Amounts) hereunder with respect to such
                                    profits.

                  (c)      Insurance Proceeds. To the extent payment is actually
                  made to Indemnitee under a valid and collectible insurance
                  policy in respect of Indemnifiable Amounts in connection with
                  such specific claim, issue or matter, Indemnitee shall not be
                  entitled to payment of Indemnifiable Amounts hereunder except
                  in respect of any excess beyond the amount of payment under
                  such insurance.

         4.       Procedure for Payment of Indemnifiable Amounts. Following the
final resolution, without any right of appeal, of a Proceeding, including the
settlement thereof, Indemnitee shall submit to the Company a written request
specifying the Indemnifiable Amounts, if any, for which Indemnitee seeks payment
under Section 2 of this Agreement and the basis for the claim,


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<PAGE>

and affirming Indemnitee's good faith belief that he has met the standard of
conduct required under Tennessee law to be eligible to receive indemnification.
The Company shall pay such Indemnifiable Amounts to which Indemnitee is entitled
to Indemnitee within sixty (60) calendar days of receipt of the request. At the
request of the Company, Indemnitee shall promptly furnish such documentation and
information as are reasonably available to Indemnitee and necessary to establish
that Indemnitee is entitled to indemnification hereunder.

         5.       Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other provision of this Agreement, and
without limiting any such provision, to the extent that Indemnitee is, by reason
of Indemnitee's Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Agreement, the final termination without any
right of appeal of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, by reason of settlement (except a settlement as
provided in ss. 3(b)(iii) hereof), judgment, order or otherwise, shall be deemed
to be a successful result as to such claim, issue or matter. Nothing in this
Section 5 shall be construed to limit any indemnification or Indemnifiable
Amounts to which Indemnitee is otherwise entitled pursuant to this Agreement or
otherwise.

         6.       Effect of Certain Resolutions. Neither the settlement or
termination of any Proceeding nor the failure of the Company to award
indemnification or to determine that indemnification is payable shall create a
presumption that Indemnitee is not entitled to indemnification hereunder. In
addition, the termination of any Proceeding by judgment, order, or conviction,
except as pursuant to ss. 3 hereof, or by settlement or upon a plea of nolo
contendere or its equivalent shall not create a presumption that Indemnitee did
not act in good faith and in a manner which Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company or, with respect to any
criminal Proceeding, had reasonable cause to believe that Indemnitee's action
was unlawful.

         7.       Agreement to Advance Expenses; Undertaking. The Company shall
advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding, including a Proceeding by or in the right of the Company, in
which Indemnitee is involved by reason of such Indemnitee's Corporate Status
within thirty (30) calendar days after the receipt by the Company of a written
statement from Indemnitee in accordance with ss. 8 hereof requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. To the extent required by Tennessee law,
Indemnitee hereby undertakes to repay any and all of the amount of Expenses
advanced to Indemnitee if it is finally determined by a court of competent
jurisdiction that Indemnitee is not entitled under this Agreement and applicable
law to indemnification with respect to such Expenses. This undertaking is an
unlimited general obligation of Indemnitee.


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<PAGE>

         8.       Procedure for Advance Payment of Expenses. Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Expenses
for which Indemnitee seeks an advancement under Section 7 of this Agreement,
together with documentation evidencing that Indemnitee has incurred such
Indemnifiable Expenses, and affirming Indemnitee's good faith belief that he has
met the standard of conduct required under Tennessee law to be eligible to
receive indemnification.

         9.       Remedies of Indemnitee.

                  (a)      Right to Petition Court. In the event that Indemnitee
                  makes a request for payment of Indemnifiable Amounts under
                  Sections 2 and 4 above or a request for an advancement of
                  Indemnifiable Expenses under Sections 7 and 8 above and the
                  Company fails to make such payment or advancement in a timely
                  manner pursuant to the terms of this Agreement, Indemnitee may
                  petition the Tennessee Courts (as defined in ss. 21 herein) to
                  enforce the Company's obligations under this Agreement.

                  (b)      Burden of Proof. In any judicial Proceeding brought
                  under Section 9(a) above, the Company shall have the burden of
                  proving that Indemnitee is not entitled to payment of
                  Indemnifiable Amounts hereunder.

                  (c)      Expenses. The Company agrees to reimburse Indemnitee
                  in full for any Expenses incurred by Indemnitee in connection
                  with investigating, preparing for, litigating, defending or
                  settling any Proceeding brought by Indemnitee under Section
                  9(a) above, or in connection with any claim or counterclaim
                  brought by the Company in connection therewith, whether or not
                  Indemnitee is successful in whole or in part in connection
                  with any such Proceeding.

                  (d)      Failure to Act Not a Defense. The failure of the
                  Company (including its Board of Directors or any committee
                  thereof, independent legal counsel, or stockholders) to make a
                  determination concerning the permissibility of the payment of
                  Indemnifiable Amounts or the advancement of Indemnifiable
                  Expenses under this Agreement shall not be a defense in any
                  Proceeding brought under Section 9(a) above, and shall not
                  create a presumption that such payment or advancement is not
                  permissible.

         10.      Defense of the Underlying Proceeding.

                  (a)      Notice by Indemnitee. Indemnitee agrees to notify the
                  Company promptly upon being served with any summons, citation,
                  subpoena, complaint, indictment, information, notice, request
                  or other document relating to any Proceeding which may result
                  in the payment of Indemnifiable Amounts or the advancement of
                  Indemnifiable Expenses hereunder; provided, however, that the
                  failure to give any such notice shall not disqualify
                  Indemnitee from the right, or otherwise affect in any manner
                  any right of Indemnitee, to receive payments of Indemnifiable
                  Amounts or advancements of Indemnifiable Expenses under this
                  Agreement


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<PAGE>

                  unless the Company's ability to defend in such Proceeding or
                  to obtain proceeds under any insurance policy is materially
                  and adversely prejudiced thereby, and then only to the extent
                  the Company is thereby actually prejudiced.

                  (b)      Defense by Company. Subject to the provisions of the
                  last sentence of this Section 10(b) and of Section 10(c)
                  below, the Company shall have the right to defend Indemnitee
                  in any Proceeding which may give rise to the payment of
                  Indemnifiable Amounts hereunder; provided, however, that the
                  Company shall notify Indemnitee of any such decision to defend
                  within fifteen (15) calendar days of receipt of notice of any
                  such Proceeding under Section 10(a) above. The Company shall
                  not, without the prior written consent of Indemnitee, which
                  shall not be unreasonably withheld or delayed, consent to the
                  entry of any judgment against Indemnitee or enter into any
                  settlement or compromise which includes an admission of fault
                  of Indemnitee. In connection with any partial or whole release
                  of the Company from liability in respect of a Proceeding, the
                  Indemnitee's right to receive indemnification or Indemnifiable
                  Amounts pursuant to this Agreement or otherwise shall remain
                  in full force and effect, and any such partial release shall
                  not prejudice any potential rights of contribution of
                  Indemnitee against the Company or any third party. In
                  connection with any partial release of Indemnitee from
                  liability in respect of a Proceeding, the Indemnitee's right
                  to receive indemnification or Indemnifiable Amounts pursuant
                  to this Agreement or otherwise with respect to such unreleased
                  liability shall remain in full force and effect, and any such
                  partial release shall not prejudice any potential rights of
                  contribution of the Company against Indemnitee or any third
                  party. Indemnitee shall not intentionally agree to any
                  settlement in any Proceeding as to which indemnification is
                  available hereunder or which is being defended by the Company
                  without the prior written consent of the Company, which shall
                  not be unreasonably withheld or delayed. Indemnitee shall not
                  intentionally incur any Expense, other than reasonable
                  Expenses incurred in connection with the exercise of
                  Indemnitee's rights under Section 10(c) of this Agreement,
                  without the prior written consent of the Company, which shall
                  not be unreasonably withheld or delayed. This Section 10(b)
                  shall not apply to a Proceeding brought by Indemnitee under
                  Section 9(a) above or pursuant to Section 18 below.

                  (c)      Indemnitee's Right to Counsel. Notwithstanding the
                  provisions of Section 10(b) above, if in a Proceeding to which
                  Indemnitee is a party by reason of Indemnitee's Corporate
                  Status, (i) Indemnitee has significant separate defenses or
                  counterclaims to assert with respect to any issue which are
                  not consistent with the position of the Company in such
                  Proceeding, (ii) an actual or apparent conflict of interest or
                  potential conflict of interest exists between Indemnitee and
                  the Company, or (iii) if the Company fails to assume the
                  defense of such Proceeding in a timely manner, all such
                  Indemnitees shall be entitled to be represented by one
                  separate legal counsel of their choice at the expense of the
                  Company, provided that where representation of Indemnitees by
                  one separate legal counsel may result in a conflict of
                  interest, each of the Indemnitees shall be entitled to be
                  represented by separate legal counsel of their choice at the
                  expense of the Company, and


                                       7
<PAGE>

                  provided further that any such separate legal counsel employed
                  by Indemnitee pursuant to this Section 10(c) shall be
                  reasonably acceptable to the Company. In addition, if the
                  Company fails to comply with any of its obligations under this
                  Agreement or in the event that the Company or any affiliate or
                  successor of the Company takes any action to declare this
                  Agreement void or unenforceable, or institutes any Proceeding
                  to deny or to recover from Indemnitee the benefits intended to
                  be provided to Indemnitee hereunder, Indemnitee shall have the
                  right to retain counsel of Indemnitee's choice, at the expense
                  of the Company, to represent Indemnitee in connection with any
                  such matter.

                  (d)      Cooperation of Parties. The parties will cooperate
                  with each other with respect to any Proceeding to which
                  indemnification is available hereunder, other than a
                  Proceeding pursuant to Section 9(a) of this Agreement,
                  including, without limitation, the investigation, preparation,
                  prosecution and defense of any such Proceeding.

         11.      Representations and Warranties of the Company. The Company
hereby represents and warrants to Indemnitee as follows:

                  (a)      Authority. The Company has all necessary power and
                  authority to enter into, and be bound by the terms of, this
                  Agreement to the fullest extent permitted by law, and the
                  execution, delivery and performance of the undertakings
                  contemplated by this Agreement have been duly authorized by
                  the Company.

                  (b)      Enforceability. This Agreement, when executed and
                  delivered by the Company in accordance with the provisions
                  hereof, shall be a legal, valid and binding obligation of the
                  Company, enforceable against the Company in accordance with
                  its terms to the fullest extent permitted by law, except as
                  such enforceability may be limited by applicable bankruptcy,
                  insolvency, moratorium, reorganization or similar laws
                  affecting the enforcement of creditors' rights generally.

         12.      Insurance. The Company shall, from time to time, make the good
faith determination whether or not it is practicable for the Company to obtain
and maintain a policy or policies of director and officer liability insurance or
similar insurance with a reputable insurance company providing Indemnitee with
coverage for losses from wrongful acts in connection with such Indemnitee's
service as a director, and to ensure the Company's performance of its
indemnification obligations under this Agreement. For so long as Indemnitee
shall remain a director of the Company, and if such Indemnitee is no longer a
director of the Company with respect to any prior service as a director of the
Company, in all policies of director and officer liability insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company's officers and directors. Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company
determines in good faith that such insurance is not reasonably available, if the
premium costs for such insurance are disproportionate to the amount of coverage
provided, or if the coverage provided by such


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<PAGE>

insurance is limited by exclusions so as to provide an insufficient benefit. The
Company shall promptly notify Indemnitee of any good faith determination not to
provide or eliminate or reduce such coverage.

         13.      Contract Rights Not Exclusive. The rights to payment of
Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this
Agreement shall be in addition to, but not exclusive of, any other rights which
Indemnitee may have at any time under applicable law, the Company's Charter or
Amended and Restated By-laws, or any other agreement, vote of stockholders or
directors (or a committee of directors), or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other capacity as a
result of Indemnitee's serving as a director of the Company.

         14.      Successors. This Agreement shall be (a) binding upon all
successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of Indemnitee.
This Agreement shall continue for the benefit of Indemnitee and such heirs,
personal representatives, executors and administrators after Indemnitee has
ceased to have Corporate Status.

         15.      Subrogation. In the event of any payment of Indemnifiable
Amounts under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of contribution or recovery of Indemnitee
against other persons, and Indemnitee shall take, at the request of the Company,
all reasonable action necessary to secure such rights, including the execution
of such documents as are necessary to enable the Company to bring suit to
enforce such rights.

         16.      Change in Law. To the extent that a change in Tennessee law
(whether by statute or judicial decision) shall permit broader indemnification
or advancement of expenses than is provided under the terms of the Charter and
this Agreement, Indemnitee shall be entitled to such broader indemnification and
advancements, and this Agreement shall be deemed to be amended to such extent.

         17.      Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement, or any clause
thereof, shall be determined by a court of competent jurisdiction to be illegal,
invalid or unenforceable, in whole or in part, such provision or clause shall be
limited or modified in its application to the minimum extent necessary to make
such provision or clause valid, legal and enforceable, and the remaining
provisions and clauses of this Agreement shall remain fully enforceable and
binding on the parties.

         18.      Indemnitee as Plaintiff. Except as provided in Section 9(c) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
which it controls, any then current or former director, officer or employee
thereof, or any third party, unless the Board of Directors of the Company has

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<PAGE>

consented to the initiation of such Proceeding. This Section shall not apply to
counterclaims or affirmative defenses asserted by Indemnitee in any Proceeding
brought against Indemnitee.

         19.      Modifications and Waiver. Except as provided in Section 16
above with respect to changes in Tennessee law which broaden the right of
Indemnitee to be indemnified by the Company, no supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by each
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions of this
Agreement (whether or not similar), nor shall such waiver constitute a
continuing waiver.

         20.      General Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:

                  (i)      If to Indemnitee, to:


                                    --------------------------------
                                    Storage USA, Inc.
                                    175 Toyota Plaza, Suite 700
                                    Memphis, TN  38103

                  (ii)     If to the Company, to:


                                    Storage USA, Inc.
                                    175 Toyota Plaza, Suite 700
                                    Memphis, TN 38103
                                    Attention: General Counsel
                                    Facsimile Number: (901) 252-2060

or to such other address as may have been furnished in the same manner by any
party to the others.

         21.      Governing Law; Consent to Jurisdiction; Service of Process.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Tennessee without regard to its rules of conflict of laws. For the
purposes of this Agreement only, each of the Company and Indemnitee hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the state courts of the State of Tennessee and the courts of the United
States of America located in the State of Tennessee (collectively, the
"Tennessee Courts") for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the Tennessee Courts and agrees
not to plead or claim in any Tennessee Court that such litigation brought
therein has been brought in an inconvenient forum. Each of the parties hereto
agrees, for the purposes of this Agreement only (a) to the extent such party is
not otherwise subject to service of process in the State of


                                       10
<PAGE>


Tennessee, to appoint and maintain an agent in the State of Tennessee as such
party's agent for acceptance of legal process, and (b) that service of process
may also be made on such party by prepaid certified mail with a proof of mailing
receipt validated by the United States Postal Service constituting evidence of
valid service. Service made pursuant to (a) or (b) above shall have the same
legal force and effect as if served upon such party personally within the State
of Tennessee.

                            [Signature Page Follows]


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<PAGE>


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


                                      STORAGE USA, INC.



                                      By:
                                          -------------------------------------
                                          Name:
                                                -------------------------------
                                          Title:
                                                 ------------------------------


                                      INDEMNITEE



                                      By:
                                          -------------------------------------
                                          Name:


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