10.1.2     FORM OF SEVERANCE AGREEMENT BETWEEN STORAGE USA, INC. AND
           CHRISTOPHER P. MARR, CHIEF FINANCIAL OFFICER,
           EFFECTIVE AS OF AUGUST 16, 1999

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                               SEVERANCE AGREEMENT

         AGREEMENT effective as of August 16, 1999, 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.

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      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 directors,
         regardless of whether or not the Board shall have approved the
         acquisition of

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         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;

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         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 25% 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.


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      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 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.

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         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:

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             i) the Executive's conviction for a felony;

             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.
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   a) The term of this Agreement hereunder shall commence on ________1, 1999 and
      shall be extended automatically, for so long as the Executive remains
      employed by the Company hereunder, on January 1 of each year beginning
      January 1, 2000 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 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
      a 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

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                  basis for termination. If the party receiving the Termination
         Notice notifies the other 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.
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   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 three (3) times the Executive's annual Base Salary in effect on
      the Termination Date plus three (3) 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.

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   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

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      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

<PAGE>
      Executive  is or will be liable on  account  of the  payment of the amount
      described in subitem (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 subitem
      (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

<PAGE>
at law for violation of the restrictive covenant contained herein would not be
an 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:          165 Madison
                                           Suite 1300
                                           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.

<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.

<PAGE>
16) CLAIMS. If Executive believes that he is being denied a benefit to which he
    is entitled under this Agreement, he may file a written request for such
    benefit with the Company at the address specified in Section 9 above setting
    forth his claim. The Company shall have the sole discretion and authority to
    construe and interpret the provisions of this Agreement and determine the
    disposition of the Executive's claim. The Company shall advise the
    Executive, in writing, of its decision and if the claim is denied, the
    specific reason therefor, with reference to the terms of this Agreement,
    describing any additional information that may be necessary, and explaining
    the claim review procedure set forth herein. The Executive may then appeal
    such denial to a committee appointed by the Chief Executive Officer of the
    Company within sixty (60) days, may review any pertinent documents, and
    submit issues and comments in writing. The committee shall then render a
    decision on review within ninety (90) days of the Executive's appeal, unless
    special circumstances require an extension, in which case such decision
    shall be rendered within one hundred twenty (120) days. The decision on
    review shall be in writing, final, and conclusive.


         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
                                                    and Chief Executive Officer


                                             EXECUTIVE:

                                             ____________________________

                                             Name:_______________________