FIRST AMENDMENT
                                       TO
                               LIMITED LIABILITY
                               COMPANY AGREEMENT
                                       OF
                            STORAGE PORTFOLIO I LLC


     THE FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this "FIRST
AMENDMENT") of STORAGE PORTFOLIO I LLC, a Delaware limited liability company
(the "Company"), dated as of June 7, 1999, amends the Limited Liability Company
Agreement, dated as of May 13, 1999, by and between SUSA PARTNERSHIP, L.P., a
Tennessee limited partnership ("Storage"), as a Member and the Manager, and
FREAM No. 18 LLC, a Delaware limited liability company ("Investor"), as a Member
of the Company (the "LLC AGREEMENT").

     WHEREAS, the Members have determined to amend certain provisions of the LLC
Agreement relating to capital expenditures, monthly reporting by the LLC and the
conversion rights of Investor.

     NOW, THEREFORE, in consideration of the mutual promises made herein, the
parties agree as follows:

     1. Section 6.3. Section 6.3(b) of the LLC Agreement is amended to add at
        the end of the first sentence:

            ", provided, that the balance sheet and profit and loss statements
            referred to on Schedule 6.3 shall be prepared on both a consolidated
            and an individual Property basis."

     2. Section 9.3(b). Section 9.3(b) of the LLC Agreement is amended by:


            (a) striking the first clause of the fourth sentence (up to, but not
                including the first comma) and substituting the following in its
                place (additions are indicated by italics):

                  If Storage REIT elects to purchase Investor's Membership
                  Interest for the REIT Shares Amount and if (i) the Market
                  Price calculated as of the Valuation Date differs by more than
                  five percent (5%) from the Market Price Calculated as of the
                  date Investor issued the Conversion Notice or (ii) the
                  Investor determines in its reasonable discretion exercised in
                  good faith that its ownership of the REIT Shares would result
                  in a violation of internal stock ownership limits applicable
                  to Investor, any of its members or any Affiliates of such
                  entities,

            (b) adding the following sentence to the end of Section 9.3(b):

<PAGE>

                  If Investor rescinds its Conversion Notice pursuant to clause
                  (ii) of the fourth sentence of this subparagraph, Investor
                  shall reimburse the Company for any and all costs and expenses
                  incurred by the Company in connection with such Conversion
                  Notice and such rescission, including, without limitation, the
                  determination of the Fair Market Value of the Properties; the
                  Investor shall be permitted to rescind only one Conversion
                  Notice pursuant to such clause (ii) during any twelve-month
                  period.

     3. Section 9.3(d). Section 9.3(d) of the LLC Agreement is amended by

            (a) striking the first clause of the fifth sentence (up to and
                including the first comma) and substituting the following in its
                place (additions are indicated by italics):

                  If Storage REIT elects pursuant to clause (C)(i) of the
                  preceding sentence to purchase Investor's Membership Interest
                  in exchange for REIT Shares and if (i) the Market Price
                  calculated as of the Valuation Date differs by more than five
                  percent (5%) from the Market Price calculated as of the date
                  Investor issued the Conversion Notice, or (ii) the Investor
                  determines in its reasonable discretion exercised in good
                  faith that its ownership of the REIT Shares would result in a
                  violation of internal stock ownership limits applicable to
                  Investor, any of its members or any Affiliates of such
                  entities,


            (b) adding the following sentence to the end of Section 9.3(d):

                  If Investor rescinds its Conversion Notice pursuant to clause
                  (ii) of the fifth sentence of this subparagraph, Investor
                  shall reimburse the Company for any and all costs and expenses
                  incurred by the Company in connection such Conversion Notice
                  and such rescission, including, without limitation, with the
                  determination of the Fair Market Value of the Properties; the
                  Investor shall by permitted to rescind only one Conversion
                  Notice pursuant to such clause (ii) during any twelve-month
                  period.

                  [SIGNATURES APPEAR ON FOLLOWING PAGE]



<PAGE>

     IN WITNESS WHEREOF, this First Amendment has been duly executed as of June
7, 1999.

                         STORAGE PORTFOLIO I LLC

                         By: SUSA PARTNERSHIP, L.P., Manager

                         By STORAGE USA, INC., Its General Partner

                         By:/s/ Morris J. Kriger
                         -------------------------------------
                         Name:  Morris J. Kriger
                         Title: Executive Vice President

                         SUSA PARTNERSHIP, L.P., as a Member

                         By STORAGE USA, INC., Its General Partner

                         By: /s/ Morris J. Kriger
                         -------------------------------------
                         Name:  Morris J. Kriger
                         Title: Executive Vice President


                         FREAM No. 18 LLC,
                         a Delaware limited liability company

                         By: Fidelity Management Trust Company,
                             as agent and not individually

                         By: /s/ Thomas P. Lavin
                         -------------------------------------
                                 Thomas P. Lavin
                                 Vice President

                         Storage USA, Inc. joins this Agreement for purposes of
                         consenting to the amendments to Section 9.4 herein.


                         STORAGE USA, INC.

                         By: /s/ Morris J. Kriger
                         -------------------------------------
                         Name:  Morris J. Kriger
                         Title: Executive Vice President