<PAGE>
                                                                    EXHIBIT 10.2


                               SEVERANCE AGREEMENT

         AGREEMENT effective as of August 1, 2001, by and between Storage USA,
Inc., a Tennessee corporation (the "Company"), and ______________ (the
"Executive").


                                   WITNESSETH:

         WHEREAS, the Company considers it essential to the best interest of its
stockholders to foster the continuous employment of key management personnel;

         WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change of Control may exist and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of the Company's and its
affiliates' management personnel to the detriment of the Company and its
stockholders; and

         WHEREAS, the Board has determined that it is in the best interest of
the Company and its stockholders to enter into this Agreement in order to
reinforce and encourage the continued attention and dedication of Executive to
his assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change of Control.

         NOW, THEREFORE, in consideration of the premises and mutual obligations
hereinafter set forth the parties agree as follows:

1)       DEFINITIONS. For purposes of this Agreement, the following terms shall
         have the following definitions:

         a)       "1993 OMNIBUS STOCK PLAN" means the Company's 1993 Omnibus
                  Stock Plan, as amended.

         b)       "1995 EMPLOYEE STOCK PURCHASE AND LOAN PLAN" means the
                  Company's 1995 Employee Stock Purchase and Loan Plan, as
                  amended.

         c)       "1996 OFFICERS' STOCK OPTION LOAN PROGRAM" means the Company's
                  1996 Officers' Stock Option Loan Program, as amended.

         d)       "ADDITIONAL AMOUNT" means the amount the Company shall pay to
                  the Executive in order to indemnify the Executive against all
                  claims, losses, damages, penalties, expenses, interest, and
                  Excise Taxes (including additional taxes on such Additional
                  Amount) incurred by Executive as a result of Executive
                  receiving Change of Control Benefits as further described in
                  Section 6 of this Agreement.

         e)       "ARBITRATORS" means the arbitrators selected to conduct any
                  arbitration proceeding in connection with any disputes arising
                  out of or relating to this Agreement.

<PAGE>

         f)       "AWARD PERIOD" means any period in which the Company's
                  performance is measured in connection with its Shareholder
                  Value Plan.

         g)       "AWARD PLANS" mean each and every plan or program in which
                  Executive receives compensation in the form of a cash bonus,
                  shares of stock in the Company, Partnership Units, or Options,
                  including, without limitation, compensation received pursuant
                  to the Company's 1993 Omnibus Stock Plan, 1995 Employee Stock
                  Purchase and Loan Plan, 1996 Officers' Stock Option Loan
                  Program, Shareholder Value Plan, and any other stock option,
                  incentive compensation, profit participation, bonus or extra
                  compensation plan that is adopted by the Company and in which
                  the Company's executive officers generally participate.

         h)       "BASE SALARY" means the annual salary paid to Executive by the
                  Company.

         i)       "BENEFIT PLANS" mean each and every health, life, medical,
                  dental, disability, insurance and welfare plan maintained by
                  the Company that are maintained from time to time by the
                  Company for the benefit of Executive, the executives of the
                  Company generally or for the Company's employees generally,
                  provided that Executive is eligible to participate in such
                  plan under the eligibility provisions thereof that are
                  generally applicable to the participants thereof.

         j)       "BOARD" means the Board of Directors of the Company.

         k)       "CHANGE OF CONTROL" means any of the following events which
                  occur during the Term of this Agreement:

                  i)       any "person", as that term is used in Section 13(d)
                  and Section 14(d)(2) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), becomes, is discovered to be,
                  or files a report on Schedule 13D or 14D-1 (or any successor
                  schedule, form or report) disclosing that such person is a
                  beneficial owner (as defined in Rule 13d-3 under the Exchange
                  Act or any successor rule or regulation), directly or
                  indirectly, of securities of the Company representing 25% or
                  more of the combined voting power of the Company's then
                  outstanding securities entitled to vote generally in the
                  election of directors, without the approval of the Board of
                  the acquisition of such securities by the acquiring person;

                  ii)      any "person", as that term is used in Section 13(d)
                  and Section 14(d)(2) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), becomes, is discovered to be,
                  or files a report on Schedule 13D or 14D-1 (or any successor
                  schedule, form or report) disclosing that such person is a
                  beneficial owner (as defined in Rule 13d-3 under the Exchange
                  Act or any successor rule or regulation), directly or
                  indirectly, of securities of the Company representing 25% or
                  more of the combined voting power of the Company's then
                  outstanding securities entitled to vote generally in the
                  election of


                                       2
<PAGE>

                  directors, regardless of whether or not the Board shall have
                  approved the acquisition of such securities by the acquiring
                  person; if, at any time within three (3) years after the
                  acquisition of such securities, those individuals who
                  constituted the Board at the time of the acquisition of such
                  securities cease for any reason to constitute at least a
                  majority of the Board of Directors of the Company;

                  iii)     any "person", as that term is used in Section 13(d)
                  and Section 14(d)(2) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), becomes, is discovered to be,
                  or files a report on Schedule 13D or 14D-1 (or any successor
                  schedule, form or report) disclosing that such person is a
                  beneficial owner (as defined in Rule 13d-3 under the Exchange
                  Act or any successor rule or regulation), directly or
                  indirectly, of securities of the Company representing 49.9% or
                  more of the combined voting power of the Company's then
                  outstanding securities entitled to vote generally in the
                  election of directors, regardless of whether or not the Board
                  shall have approved the acquisition of such securities by the
                  acquiring person;

                  iv)      individuals who, as of the effective date of this
                  Agreement, constitute the Board of Directors of the Company
                  cease for any reason to constitute at least a majority of the
                  Board of Directors of the Company, unless any such change is
                  approved by the vote of at least 80% of the members of the
                  Board of Directors of the Company in office immediately prior
                  to such cessation;

                  v)       the Company is merged, consolidated or reorganized
                  into or with another corporation or other legal person, or
                  securities of the Company are exchanged for securities of
                  another corporation or other legal person, and immediately
                  after such merger, consolidation, reorganization or exchange
                  less than 75% of the combined voting power of the
                  then-outstanding securities of such corporation or person
                  immediately after such transaction are held, directly or
                  indirectly, in the aggregate by the holders of securities
                  entitled to vote generally in the election of directors of the
                  Company immediately prior to such transaction;

                  vi)      the Company in any transaction or series of related
                  transactions, sells all or substantially all of its assets to
                  any other corporation or other legal person and less than 75%
                  of the combined voting power of the then-outstanding
                  securities of such corporation or person immediately after
                  such sale or sales are held, directly or indirectly, in the
                  aggregate by the holders of securities entitled to vote
                  generally in the election of directors of the Company
                  immediately prior to such sale;

                  vii)     the Company and its affiliates shall sell or transfer
                  (in a single transaction or series of related transactions) to
                  a non-affiliate business operations or assets that generated
                  at least two-thirds of the consolidated revenues (determined
                  on the basis of the Company's four most recently completed
                  fiscal quarters for which reports have been filed under the
                  Exchange Act) of the Company and its subsidiaries immediately
                  prior thereto;


                                       3
<PAGE>

                  viii)    the Company files a report or proxy statement with
                  the Securities and Exchange Commission pursuant to the
                  Exchange Act disclosing in response to Form 8-K (or any
                  successor, form or report or item therein) that a change in
                  control of the Company has occurred;

                  ix)      the shareholders of the Company approve any plan or
                  proposal for the liquidation or dissolution of the Company;

                  x)       the Company ceases to be the general partner of the
                  Partnership or in any transaction or a series of transactions
                  sells or transfers Partnership Units owned by the Company to a
                  third party constituting at least 49.9% of the limited
                  partnership interests in the Partnership; or

                  xi)      any other transaction or series of related
                  transactions occur that have substantially the effect of the
                  transactions specified in any of the preceding clauses in this
                  sentence.

         l)       "CHANGE OF CONTROL BENEFITS" means the Executive's receipt of
                  the Termination Payment or any other payment, benefit or
                  compensation (except for the Additional Amount) which the
                  Executive receives or has the right to receive from the
                  Company or any of its affiliates as a result of a Change of
                  Control Termination.

         m)       "CHANGE OF CONTROL TERMINATION" means (i) a Termination
                  Without Cause of the Executive's employment by the Company,
                  (a) within three (3) months prior to a Change of Control and
                  in anticipation of such Change of Control; (b) on the date of
                  the Change of Control; or (c) within two (2) years after a
                  Change of Control or (ii) the Executive's resignation for Good
                  Reason on or within two (2) years after a Change of Control.

         n)       "CODE" means the Internal Revenue Code of 1986, as amended.

         o)       "COMPANY" means Storage USA, Inc., a Tennessee corporation,
                  and any successor to its business and/or assets which assumes
                  and agrees to perform this Agreement by operation of law, or
                  otherwise.

         p)       "COMPANY SHARES" means the shares of common stock of the
                  Company or any securities of a successor company which shall
                  have replaced such common stock.

         q)       "EXCESS PARACHUTE PAYMENTS" has the meaning set forth in
                  section 280G of the Code.

         r)       "EXCISE TAX" means a tax on Excess Parachute Payments imposed
                  pursuant to Code section 4999.

         s)       "EXECUTIVE" means the person identified in the preamble
                  paragraph of this Agreement.

         t)       "FAIR MARKET VALUE" means, on any give date, the closing sale
                  price of the common stock of the Company on the New York Stock
                  Exchange on such date, or, if the New


                                       4
<PAGE>

                  York Stock Exchange shall be closed on such date, the next
                  preceding date on which the New York Stock Exchange shall have
                  been open.

         u)       "GOOD REASON" means any of the following:

                  i)       a change in the Executive's status, position or
                  responsibilities (including reporting relationships and
                  responsibilities) which, in the Executive's reasonable
                  judgment and without Executive's consent, represents a
                  reduction in or demotion of the Executive's status, position
                  or responsibilities as in effect immediately prior to a Change
                  of Control; the assignment to the Executive of any duties or
                  responsibilities which, in the Executive's reasonable
                  judgment, are inconsistent with such status, position or
                  responsibilities; or any removal of the Executive from or
                  failure to reappoint or reelect the Executive to any of such
                  positions;

                  ii)      the relocation of the Company's principal executive
                  offices to a location outside a thirty-mile radius of Memphis,
                  Tennessee or the Company's requiring the Executive to be based
                  at any place other than a location within a thirty-mile radius
                  of Memphis, Tennessee, except for reasonably required travel
                  on the Company's business;

                  iii)     the failure by the Company to continue to provide the
                  Executive with compensation and benefits provided to Executive
                  prior to the Change of Control or benefits substantially
                  similar to those provided to the Executive under any of the
                  employee benefit plans in which the Executive is or becomes a
                  participant, or the taking of any action by the Company which
                  would directly or indirectly materially reduce any of such
                  benefits or deprive the Executive of any material fringe
                  benefit enjoyed by the Executive at the time of the Change of
                  Control;

                  iv)      any material breach by the Company of any provision
                  of this Agreement; or

                  v)       the failure of the Company to obtain an agreement
                  reasonably satisfactory to Executive from any successor or
                  assign of the Company to assume and agree to perform this
                  Agreement.

         v)       "OPTION(S)" means any options issued pursuant to the Company's
                  1993 Omnibus Stock Plan, or any other stock option plan
                  adopted by the Company, any option granted with respect to
                  Partnership Units, or any option granted under the plan of any
                  successor company that replaces or assumes the Company's or
                  the Partnership's options.

         w)       "PARTNERSHIP" means SUSA Partnership, L.P.

         x)       "PARTNERSHIP UNIT(S)" means limited partnership interests of
                  the Partnership. The holder has the option of requiring the
                  Company to redeem such interests. The Company may elect to
                  effectuate such redemption by either paying cash or exchanging
                  Company Shares for such interests.


                                       5
<PAGE>

         y)       "PERMANENT DISABILITY" means a complete physical or mental
                  inability, confirmed by a licensed physician, to perform the
                  Executive's duties that continues for a period of six (6)
                  consecutive months.

         z)       "PLAN LOAN(S)" means any loan extended by the Company to
                  Executive pursuant to the 1995 Employee Stock Purchase and
                  Loan Plan, the 1996 Officers' Stock Option Loan Program, or
                  any other similar plan or program adopted by the Company
                  during the Term of this Agreement.

         aa)      "RESTRICTED STOCK" means any restricted stock issued pursuant
                  to the Company's 1993 Omnibus Stock Plan, or any other Award
                  Plan adopted by the Company, or any restricted stock issued
                  under the plan of any successor company that replaces or
                  assumes the Company's grants of restricted stock.

         bb)      "SELF STORAGE BUSINESS" means the business of acquiring,
                  developing, constructing, franchising, owning or operating
                  self-storage facilities.

         cc)      "SELF STORAGE PROPERTY" means any real estate upon which the
                  Self-Storage Business is being conducted.

         dd)      "SHAREHOLDER VALUE PLAN" means the Company's Shareholder Value
                  Plan, as amended.

         ee)      "SVU GRANT" means the total number of shareholder value units
                  granted to the Executive pursuant to the Company's Shareholder
                  Value Plan.

         ff)      "SVU VALUE" means the value of each shareholder value unit
                  based upon certain performance measures as set forth in the
                  Company's Shareholder Value Plan.

         gg)      "TERM" has the meaning assigned to it in Section 2 of this
                  Agreement.

         hh)      "TERMINATION DATE" means the date employment of Executive is
                  terminated, which date shall be the date specified as the
                  Termination Date in the Termination Notice, which date shall
                  not be less than thirty nor more than sixty days from the date
                  the Termination Notice is given.

         ii)      "TERMINATION NOTICE" means a written notice of termination of
                  employment by Executive or the Company.

         jj)      "TERMINATION PAYMENT" has the meaning set forth in Section
                  3(b) of this Agreement.

         kk)      "TERMINATION WITH CAUSE" means the termination of the
                  Executive's employment by the Company for any of the following
                  reasons:

                  i)       the Executive's conviction for a felony;


                                       6
<PAGE>

                  ii)      the Executive's theft, embezzlement, misappropriation
                           of or intentional infliction of material damage to
                           the Company's property or business opportunity; or

                  iii)     the Executive's ongoing willful neglect of or failure
                           to perform his duties hereunder or his ongoing
                           willful failure or refusal to follow any reasonable,
                           unambiguous duly adopted written direction of the
                           Company that is not inconsistent with the Executive's
                           duties, if such willful neglect, failure or refusal
                           is materially damaging or materially detrimental to
                           the business and operations of the Company; provided
                           that Executive shall have received written notice of
                           such failure and shall have continued to engage in
                           such failure after 30 days following receipt of such
                           notice from the Company, which notice specifically
                           identifies the manner in which the Company believes
                           that Executive has engaged in such failure.

                  For purposes of this subsection, no act, or failure to act,
                  shall be deemed "willful" unless done, or omitted to be done,
                  by Executive not in good faith, and without reasonable belief
                  that such action or omission was in the best interest of the
                  Company.

         ll)      "TERMINATION WITHOUT CAUSE" means the termination of the
                  Executive's employment by the Company for any reason other
                  than Termination With Cause, or termination by the Company due
                  to Executive's death or Permanent Disability.

         mm)      "UNIFORM ARBITRATION ACT" means the Uniform Arbitration Act,
                  Tennessee Code Annotated ss. 29-5-391 et seq., as amended.

2)       TERM; TERMINATION.

         a)       The term of this Agreement hereunder shall commence on August
                  1, 2001 and shall be extended automatically, for so long as
                  the Executive remains employed by the Company and/or its
                  subsidiary(ies) or affiliates(s) hereunder, on January 1 of
                  each year beginning January 1, 2002 for an additional one year
                  period (such period, as it may be extended from time to time,
                  being herein referred to as the "Term"), unless, not later
                  than September 30 of the preceding year, the Company shall
                  have given notice that it does not wish to extend this
                  Agreement; provided, further, if a Change of Control of the
                  Company shall have occurred during the original or extended
                  term of this Agreement, this Agreement shall automatically
                  continue in effect for a period of twenty-four (24) months
                  beyond the month in which such Change of Control occurred.
                  This Agreement shall automatically terminate upon the
                  termination of Executive's employment other than by reason of
                  a Change in Control Termination.

         b)       Any purported termination of employment by Executive or the
                  Company (i) within three (3) months prior to a Change of
                  Control; (ii) on the date of the Change of Control; or (iii)
                  within two (2) years after a Change of Control shall be
                  communicated by a Termination Notice. The Termination Notice
                  shall indicate the specific termination provision in this
                  Agreement relied upon and set forth the facts and
                  circumstances claimed to provide a basis for termination. If
                  the party receiving the Termination Notice notifies the other

                                       7
<PAGE>

                  party prior to the Termination Date that a dispute exists
                  concerning the termination, the Termination Date shall be
                  extended until the dispute is finally determined, either by
                  mutual written agreement of the parties, by a binding
                  arbitration award, or by a final judgment, order or decree of
                  a court of competent jurisdiction. The Termination Date shall
                  be extended by a notice of dispute only if such notice is
                  given in good faith and the party giving such notice pursues
                  the resolution of such dispute with reasonable diligence.
                  Notwithstanding the pendency of any such dispute, the Company
                  will continue to pay Executive his full compensation in effect
                  when the notice giving rise to the dispute was given and
                  Executive shall continue as a participant in all Award Plans
                  and Benefit Plans in which Executive participated when the
                  Termination Notice giving rise to the dispute was given, until
                  the dispute is finally resolved in accordance with this
                  subsection. Amounts paid under this subsection are in addition
                  to all other amounts due under this Agreement and shall not be
                  offset against or reduce any other amounts due under this
                  Agreement.

3)       SEVERANCE BENEFIT IN CONNECTION WITH A CHANGE OF CONTROL TERMINATION.

         a)       In the event of a Change of Control Termination, the Company
                  shall, on the Termination Date, pay the Executive in addition
                  to any Base Salary earned but not paid through the Termination
                  Date and any amounts due pursuant to Award Plans and Benefit
                  Plans including, without limitation, the pro rata amount of
                  Executive's anticipated bonus for the fiscal year in which
                  Executive is terminated, the compensation and benefits set
                  forth in this Section 3.

         b)       The Company shall pay Executive a Termination Payment which is
                  equal to the sum of one and one-half (1.5) times the
                  Executive's annual Base Salary in effect on the Termination
                  Date plus one and one-half (1.5) times the amount of the
                  highest annual cash bonus paid to the Executive for the
                  previous five fiscal years (but not including compensation
                  under the Company's Shareholder Value Plan) ("Termination
                  Payment"). The Termination Payment shall be calculated and
                  paid immediately prior to the closing of the transactions
                  constituting a Change of Control if the Executive receives
                  notice prior to the Change of Control that his employment will
                  be terminated on or after the Change of Control.

         c)       Executive shall be permitted to participate in, and have all
                  rights and benefits provided by, all Benefit Plans which
                  Executive was eligible to participate in immediately prior to
                  the Termination Date (to the extent such participation is
                  possible under the laws then pertaining to such Benefit
                  Plans), for two years following the Termination Date. If
                  Executive is no longer eligible to participate in one or more
                  of the Benefit Plans because of such termination, Executive
                  shall be entitled to, and the Company shall provide to
                  Executive at the Company's sole expense, benefits
                  substantially equivalent to those Benefit Plans to which
                  Executive was entitled immediately prior to such termination
                  for two (2) years after the Termination Date.


                                       8
<PAGE>

         d)       All restrictions upon any Restricted Stock which may have been
                  awarded to Executive shall expire and be removed and such
                  Restricted Stock shall be fully vested at the Termination Date
                  (unless otherwise previously expired and removed and vested
                  pursuant to the terms of any Restricted Stock award pursuant
                  to the 1993 Omnibus Stock Plan or any other Award Plan), and
                  such Stock shall be delivered to Executive. All Options
                  granted to Executive shall become fully vested at the
                  Termination Date (unless otherwise previously vested pursuant
                  to the 1993 Omnibus Stock Plan or any other Award Plan). In
                  lieu of Company Shares issuable upon exercise of any
                  outstanding and unexercised Options granted to Executive,
                  Executive may, at Executive's option, receive an amount in
                  cash equal to the product of (i) the excess of the higher of
                  the Fair Market Value of Company Shares on the Termination
                  Date, or the highest per share price for Company Shares
                  actually paid in connection with any Change of Control of the
                  Company, over the per share exercise price of each Option held
                  by Executive, times (ii) the number of Company Shares covered
                  by each such Option. In the event Executive does not elect to
                  receive a cash payment for any outstanding and unexercised
                  Options granted to Executive, Executive shall have the right
                  to otherwise exercise such Options in accordance with the
                  terms and conditions of the 1993 Omnibus Stock Plan or any
                  other applicable Award Plan. This Agreement shall not prevent
                  Restricted Stock or Options from vesting pursuant to the terms
                  of the 1993 Omnibus Stock Plan or any other Award Plan or
                  otherwise, at a time prior to that provided for herein.

         e)       If Executive has any Plan Loans outstanding to the Company
                  immediately prior to the effective date of a Change of Control
                  Termination, the Company shall, prior to the effective date of
                  such Change of Control Termination discharge and cancel the
                  amount of principal and interest due with respect to such Plan
                  Loans which exceeds the Fair Market Value of Company Shares
                  securing the Plan Loans. The Executive shall pay the Plan
                  Loans in full (less the amount discharged) within ninety (90)
                  days following the Termination Date, and shall have the option
                  of repaying all amounts due with respect to the Plan Loans by
                  the transfer of the Company Shares securing the Plan Loans, or
                  by the payment, in cash, of the amounts due with respect to
                  the Plan Loans. Except as otherwise set forth herein,
                  Executive shall remain subject to all terms and conditions set
                  forth in the Loan Agreements and Promissory Notes until the
                  Plan Loans are paid in full.

         f)       With respect to Executive's participation in the Company's
                  Shareholder Value Plan, the Award Periods in connection with
                  all of Executive's outstanding SVU Grants shall be accelerated
                  such that each Award Period is deemed to have ended upon the
                  effective date of a Change of Control Termination. At such
                  time, the Company shall pay Executive an amount equal to the
                  SVU Value multiplied by the number of Executive's outstanding
                  SVU Grants. The SVU Value shall be reduced by 66% for all SVU
                  Grants which were granted less than twelve months prior to the
                  effective date of a Change of Control Termination and the SVU
                  Value shall be reduced by 33% for all SVU Grants which were
                  granted less than twenty-four months but more than twelve
                  months prior to the effective date of a Change of Control
                  Termination. No adjustments shall be made to the SVU Value for
                  SVU Grants which were granted more than twenty-four months
                  prior to the


                                       9
<PAGE>

                  effective date of the Change of Control Termination. All
                  payments made to Executive after a Change in Control
                  Termination in connection with outstanding SVU Grants shall be
                  made solely in cash.

         g)       The Company shall also pay to Executive all legal fees and
                  expenses incurred by Executive as a result of a Change of
                  Control Termination (including all such fees and expenses, if
                  any, incurred in contesting or disputing any such termination
                  or in seeking to obtain or enforce any right or benefit
                  provided by this Agreement or in connection with any tax audit
                  or proceeding to the extent attributable to the application of
                  Section 4999 of the Code to any payment or benefit provided
                  hereunder).

4)       CERTAIN TRANSACTIONS. Notwithstanding the provisions of Sections
         1(k)(i), (ii), (iii) or (viii), unless otherwise determined in a
         specific case by majority vote of the Board, a Change of Control shall
         not be deemed to have occurred for purposes of this Agreement solely
         because (i) an entity in which the Company directly or indirectly
         beneficially owns 50% or more of the voting securities or (ii) any
         Company-sponsored employee stock ownership plan, or any other employee
         benefit plan of the Company, either files or becomes obligated to file
         a report or a proxy statement under or in response to Schedule 13D,
         Schedule 14D-l, Form 8-K or Schedule 14A (or any successor schedule,
         form or report or item thereon) under the Exchange Act, disclosing
         beneficial ownership by it of shares of stock of the Company, or
         because the Company reports that a Change of Control of the Company has
         or may have occurred or will or may occur in the future by reason of
         such beneficial ownership.

5)       ESCROW ARRANGEMENT. If within thirty (30) days after the effective date
         of a Change of Control, Executive's employment has not been terminated,
         the Company shall, at the request of Executive, deposit with an escrow
         agent, pursuant to an escrow agreement between the Company and such
         escrow agent, a sum of money, or other property permitted by such
         escrow agreement, which is substantially sufficient in the opinion of
         the Company's management to fund the amounts due to Executive set forth
         in Section 3 of this Agreement. The escrow agreement shall provide that
         such agreement may not be terminated until the earlier of (i)
         Executive's employment has terminated and all amounts due to Executive
         as set forth in this Agreement have been paid to Executive or (ii) two
         (2) years after the effective date of the Change of Control.

6)       TAX MATTERS. If the Excise Tax on Excess Parachute Payments will be
         imposed on the Executive under Code section 4999 as a result of the
         Executive's receipt of the Change of Control Benefits, the Company
         shall indemnify the Executive and hold him harmless against all claims,
         losses, damages, penalties, expenses, interest, and Excise Taxes. To
         effect this indemnification, the Company shall pay to the Executive the
         Additional Amount which is sufficient to indemnify and hold the
         Executive harmless from the application of Code sections 280G and 4999,
         including the amount of (i) the Excise Tax that will be imposed on the
         Executive under section 4999 of the Code with respect to the Change of
         Control Benefits; (ii) the additional (A) Excise Tax under section 4999
         of the Code, (B) hospital insurance tax under section 3111(b) of the
         Code and (C) federal, state and local income taxes for which the
         Executive is or will be liable on account of the payment of the amount
         described in subitem


                                       10
<PAGE>

         (i); and (iii) the further excise, hospital insurance and income taxes
         for which the Executive is or will be liable on account of the payment
         of the amount described in subitem (ii) and this sub item (iii) and any
         other indemnification payment under this Section 6. The Additional
         Amount shall be calculated and paid to the Executive at the time that
         the Termination Payment is paid to the Executive. In calculating the
         Additional Amount, the highest marginal rates of federal and applicable
         state and local income taxes applicable to individuals and in effect
         for the year in which the Change of Control occurs shall be used.
         Nothing in this paragraph shall give the Executive the right to receive
         indemnification from the Company for federal, state or local income
         taxes or hospital insurance taxes payable solely as a result of the
         Executive's receipt of (a) the Change in Control Benefits, or (b) any
         additional payment, benefit or compensation other than the Additional
         Amount. As specified in items (ii) and (iii), above, all income,
         hospital insurance and additional Excise Taxes resulting from
         additional compensation in the form of the Excise Tax payment specified
         in item (i), above, shall be paid to the Executive.

                  The provisions of this Section 6 are illustrated by the
         following example:

                  Assume that the Termination Payment and all other Change of
         Control Benefits result in a total federal, state and local income tax
         and hospital insurance tax liability of $180,000; and an Excise Tax
         liability under Code section 4999 of $70,000. Under such circumstances,
         the Executive is solely responsible for the $180,000 income and
         hospital insurance tax liability; and the Company must pay to the
         Executive $70,000, plus an amount necessary to indemnify the Executive
         for all federal, state and local income taxes, hospital insurance
         taxes, and Excise Taxes that will result from the $70,000 payment to
         the Executive and from all further indemnification to the Executive of
         taxes attributable to the initial $70,000 payment.

7)       EMPLOYMENT STATUS. The parties acknowledge and agree that Executive is
         an employee of the Company or of one of its affiliates, not an
         independent contractor. Any payments made to Executive by the Company
         pursuant to this Agreement shall be treated for federal and state
         payroll tax purposes as payments made to a Company employee,
         irrespective whether such payments are made subsequent to the
         Termination Date.

8)       NONCOMPETITION; NONSOLICITATION. For a period of two (2) years after
         Executive receives Change of Control Benefits pursuant to the terms of
         this Agreement, Executive shall not solicit any employee of the Company
         to leave the service of the Company or own any interest in any
         Self-Storage Property (other than any permissible interest acquired
         while Executive was employed by the Company) as partner, shareholder or
         otherwise; or directly or indirectly, for his own account or for the
         account of others, either as an officer, director, promoter, employee,
         consultant, advisor, agent, manager, or in any other capacity, engage
         in the Self-Storage Business.

                  The nonsolicitation provision shall apply to any Company
         employee during the period of such Company employee's employment with
         the Company and for a period of 30 days after such employee's
         termination of employment with the Company. The Executive agrees that
         damages at law for violation of the restrictive covenant contained
         herein would not be an


                                       11
<PAGE>

         adequate or proper remedy to the Company, and that should the Executive
         violate or threaten to violate any of the provisions of such covenant,
         the Company, its successors or assigns, shall be entitled to obtain a
         temporary or permanent injunction, as appropriate, against the
         Executive in any court having jurisdiction over the person and the
         subject matter, prohibiting any further violation of any such
         covenants. The injunctive relief provided herein shall be in addition
         to any award of damages, compensatory, exemplary or otherwise, payable
         by reason of such violation.

                  Furthermore, the Executive acknowledges that this Agreement
         has been negotiated at arms' length by the parties, neither being under
         any compulsion to enter into this Agreement, and that the foregoing
         restrictive covenant does not in any respect inhibit his ability to
         earn a livelihood in his chosen profession without violating the
         restrictive covenant contained herein. The Company by this Agreement
         has attempted to limit the Executive's right to compete only to the
         extent necessary to protect the Company from unfair competition. The
         Company recognizes, however, that reasonable people may differ in
         making such a determination. Consequently, the Company agrees that if
         the scope or enforceability of the restricted covenant contained herein
         is in any way disputed at any time, a court or other trier of fact may
         modify and enforce the covenant to the extent that it believes to be
         reasonable under the circumstances existing at the time.

9)       NOTICES. All notices or deliveries authorized or required pursuant to
         this Agreement shall be deemed to have been given when in writing and
         personally delivered or when deposited in the U.S. mail, certified,
         return receipt requested, postage prepaid, addressed to the parties at
         the following addresses or to such other addresses as either may
         designate in writing to the other party:

                  To the Company:   175 Toyota Plaza
                                    Suite 700
                                    Memphis, TN 38103
                                    Attn: General Counsel

                  To the Executive:
                                    ----------------------

                                    ----------------------

                                    ----------------------


10)      ENTIRE AGREEMENT. This Agreement contains the entire understanding
         between the parties hereto with respect to the subject matter hereof
         and shall not be modified in any manner except by instrument in writing
         signed, by or on behalf of, the parties hereto. This Agreement shall be
         binding upon and inure to the benefit of the heirs, successors and
         assigns of the parties hereto.

11)      ARBITRATION. Any controversy concerning or claim arising out of or
         relating to this Agreement shall be settled by final and binding
         arbitration in Memphis, Shelby County, Tennessee at a location
         specified by the party seeking such arbitration.


                                       12
<PAGE>

         a)       The Arbitrators. Any arbitration proceeding shall be conducted
                  by three (3) Arbitrators and the decision of the Arbitrators
                  shall be binding on all parties. Each Arbitrator shall have
                  substantial experience and expert competence in the matters
                  being arbitrated. The party desiring to submit any matter
                  relating to this Agreement to arbitration shall do so by
                  written notice to the other party, which notice shall set
                  forth the items to be arbitrated, such party's choice of
                  Arbitrator, and such party's substantive position in the
                  arbitration. The party receiving such notice shall, within
                  fifteen (15) days after receipt of such notice, appoint an
                  Arbitrator and notify the other party of its appointment and
                  of its substantive position. The Arbitrators appointed by the
                  parties to the Arbitration shall select an additional
                  Arbitrator meeting the aforedescribed criteria. The
                  Arbitrators shall be required to render a decision in
                  accordance with the procedures set forth in Subparagraph (b)
                  below within thirty (30) days after being notified of their
                  selection. The fees of the Arbitrators shall be equally
                  divided amongst the parties to the arbitration.

         b)       Arbitration Procedures. Arbitration shall be conducted in
                  accordance with the Uniform Arbitration Act, except to the
                  extent the provisions of such Act are modified by this
                  Agreement or the subsequent mutual agreement of the parties.
                  Judgment upon the award rendered by the Arbitrator(s) may be
                  entered in any court having jurisdiction thereof. Any party
                  hereto may bring an action, including a summary or expedited
                  proceeding, to compel arbitration of any controversy or claim
                  to which this provision applies in any court having
                  jurisdiction over such action in Shelby County, Tennessee, and
                  the parties agree that jurisdiction and venue in Shelby
                  County, Tennessee are appropriate and approved by such
                  parties.

12)      APPLICABLE LAW. This Agreement shall be governed and construed in
         accordance with the laws of the State of Tennessee.

13)      ASSIGNMENT. The Executive acknowledges that his services are unique and
         personal. Accordingly, the Executive may not assign his rights or
         delegate his duties or obligations under this Agreement.

14)      HEADINGS. Headings in this Agreement are for convenience only and shall
         not be used to interpret or construe its provisions.

15)      SUCCESSORS; BINDING AGREEMENT. The Company will require any successor
         to all or substantially all of the business and/or assets of the
         Company to expressly assume and agree to perform this Agreement in the
         same manner and to the same extent that the Company would be required
         to perform it if no such succession had taken place. Failure of the
         Company to obtain such assumption and agreement prior to the
         effectiveness of any such succession shall be a beach of this Agreement
         and shall entitle Executive to compensation from the Company in the
         same amount and on the same terms as Executive would be entitled to
         hereunder if Executive terminates his employment for Good Reason on or
         within three (3) years after a Change of Control. The Company's rights
         and obligations under this Agreement shall inure to the benefit of and
         shall be binding upon the Company's successors and assigns.


                                       13
<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.

                                         STORAGE USA, INC.


                                         By:
                                            ----------------------------------
                                         Name:    Dean Jernigan
                                         Title:   Chairman of the Board,
                                                  Chief Executive Officer and
                                                  President


                                         EXECUTIVE:



                                         -------------------------------------
                                         Name:
                                              --------------------------------


                                       14