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                                                                   Exhibit 10.67

                      [ALVAREZ & MARSAL, INC. LETTERHEAD]

May 22, 2003

Edward J. Shoen
Chairman and President
AMERCO
2727 North Central Avenue
Phoenix, Arizona 85004

Dear Mr. Shoen:

This letter confirms and sets forth the terms and conditions of the engagement
between Alvarez & Marsal, Inc. ("A&M") and AMERCO (the "Company"), including the
scope of the services to be performed and the basis of compensation for those
services. Upon execution of this letter by each of the parties below and receipt
of the retainer described below, this letter will constitute an agreement
between the Company and A&M.

         1.       Description of Services

               (a)     A&M shall provide consulting services to the Company's
                       President and Board of Directors, and assist the Company
                       in its reorganization efforts including the restructuring
                       of its capital structure. It is anticipated that A&M's
                       activities shall include the following in connection with
                       the strategic advisory and potential corporate and debt
                       restructuring of the Company (the "Strategic Advisory and
                       Restructuring Assignment"):

                  (i)      Undertake, in consultation with members of
                           management, a comprehensive study and analysis of the
                           business, operations, financial condition and
                           prospects of the Company;

                  (ii)     Review with members of management the Company's
                           financial plans and analyze its strategic plans and
                           business alternatives;

                  (iii)    Assist the Company in reviewing and assessing its
                           cash flow and income projections;

                  (iv)     Analyze existing direct and contingent liabilities of
                           the Company (including debt obligations and other
                           liabilities) and debt structural

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                           issues   (including the value, quality and
                           enforceability of the collaterals, if any);

                  (v)      Advise the Company's management with respect to
                           available capital and financing alternatives,
                           including recommending specific courses of action;

                  (vi)     Ascertain the debt servicing capability of the
                           Company under the current debt maturity structure and
                           any additional funding requirements, including
                           working capital, trade financing, equipment
                           acquisition, export financing and other financing
                           needs:

                  (vii)    Determine overall enterprise value of the Company and
                           the Group to serve as the basis for a restructuring
                           or recapitalization plan;

                  (viii)   Develop, together with the Company's President and
                           staff, a restructuring or recapitalization plan for
                           the Company;

                  (ix)     Assist the Company with negotiating and structuring
                           financing including new capital in the form of DIP
                           facility and exit financing;

                  (x)      Assist the Company in its presentations to the
                           creditors of its projections, valuations, and
                           restructuring plan;

                  (xi)     Assist with pre and post bankruptcy strategy
                           planning;

                  (xii)    Assist the Company in negotiations with its key
                           creditors;

                  (xiii)   Provide financial advice and assistance to the
                           Company in developing and seeking approval of a
                           Restructuring (as defined below) plan (as the same
                           may be modified from time to time, a "Plan:), which
                           may be a plan of reorganization under chapter 11 of
                           title 11 of the United States Code, 11 U.S.C. section
                           101 et. Seq. (the "Bankruptcy Code");

                  (xiv)    Participate in hearing before the bankruptcy court
                           having jurisdiction over the case or cases commenced
                           under the Bankruptcy Code. The Company acknowledges
                           the important role of its counsel in adequately
                           preparing A&M personnel for such testimony; and

                  (xv)     Other activities as are approved by you or the Board
                           of Directors and agreed to by A&M.

                           You understand that the services to be rendered by
                           A&M may include the preparation of projections and
                           other forward-looking statements, and numerous
                           factors can affect the actual results of the
                           Company's operations, which may materially and
                           adversely differ from those projections. In addition,
                           A&M will be relying on information provided by the
                           Company in the preparation of those projections and
                           other forward-looking statements. A&M makes no
                           representation or guarantee that an appropriate
                           restructuring proposal can be formulated for the
                           Company, that restructuring is the best course of
                           action for the Company or, if formulated, that any
                           proposed restructuring plan will be accepted by the
                           Company's creditors, shareholders and other
                           constituents. Further,

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                           A&M assumes no responsibility for the implementation
                           or selection of any restructuring proposal which it
                           assists the Company in formulating.

                           In rendering its services to the Company, A&M will
                           report directly to the President, and through him,
                           the Board of Directors and will make recommendations
                           to and consult with the Board of Directors, President
                           and such other senior officers as directed.

                  (b)      Richard M. Williamson, a Managing Director of A&M,
                           will be responsible for the overall engagement. He
                           will be assisted by other A&M personnel. A&M
                           personnel providing services to the Company may also
                           work with other A&M clients in conjunction with
                           unrelated matters.

         2.       Compensation

                  (a)      In connection with the Strategic Advisory and
                           Restructuring Assignment, A&M will receive:

                           (i)      Advisory Fee

                           A&M's engagement will be effective as of May 22,
                           2003. A&M will bill the Company for professional
                           services rendered on an hourly rate basis in
                           accordance with the schedule of rates below. The
                           basic hourly rates used in computing the Hourly
                           Billing Rate are reviewed and adjusted from time to
                           time and may increase over the course of A&M's
                           engagement, the "Hourly Billing Rate".

<TABLE>
<S>                               <C>
Managing Directors                $475 - 595
Directors                         $375 - 450
Associates                        $275 - 350
Analysts                          $175 - 250
Para-Professionals                $ 50 -  75
</TABLE>

                           A&M will provide monthly billing statements to the
                           Company setting forth the fees for each month at the
                           hourly billing rate ("Monthly Hourly Rate Amount"),
                           and the Company agrees to pay such statements
                           immediately upon receipt thereof. If the
                           Restructuring is to be implemented pursuant to a
                           Chapter 11 proceeding, as required under applicable
                           law, A&M must be paid all outstanding fees with
                           respect to the Hourly Billing Rate and costs as of
                           the day prior to any such filings. For each month

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                           during the term of this engagement, any amount of the
                           Monthly Hourly Rate Amount that exceeds $175,000,
                           including a pro-rated amount for the month of May
                           2003, will be credited, up to $1,500,000, against any
                           Restructuring Transaction Fee payable to A&M pursuant
                           to the Restructuring Transaction Fee paragraph below.

                           (ii)     Restructuring Transaction Fee

                           If at any time during the term of this engagement, or
                           during the time period that the Company may be a
                           debtor under Chapter 11 of the Bankruptcy Code if the
                           Restructuring is to be implemented pursuant to such a
                           Chapter 11 proceeding (including the term of this
                           engagement, the "Fee Period"), (A) any Restructuring
                           is consummated, or (B)(l) an agreement in principle,
                           definitive agreement or Plan to effect a
                           Restructuring is entered into and (2) concurrently
                           therewith or at any time thereafter (including after
                           the expiration of the Fee Period), such Restructuring
                           is consummated, A&M will be entitled to receive a
                           transaction fee (a "Restructuring Transaction Fee"),
                           contingent upon the consummation of such
                           Restructuring and payable at the closing thereof,
                           equal to $4 million, provided further, that if either
                           (A) or (B) above occurs in connection with a plan of
                           reorganization which either (i) includes no
                           convertible debt as part of the treatment of
                           creditors or (ii) where convertible debt is included
                           but said convertible debt is redeemed within 12
                           months of the effective date of the plan, then A&M
                           will be entitled to receive the Restructuring
                           Transaction Fee, plus an additional $1 million.

                           (iii)    Timing Incentive Fee

                           In addition to the Restructuring Transaction Fee
                           above, A&M will be entitled to a Timing Incentive Fee
                           based on the timing of the occurrence of either of
                           the events in (ii)(A) or (B) above (a "Timing Fee
                           Event"). The Timing Incentive Fee will be $2,400,000,
                           less the Timing Period Adjustment. The Timing Period
                           Adjustment will be $200,000 (or a prorated portion
                           thereof) for every 30 days (or prorated portion
                           thereof) from the date of filing of the Chapter 11
                           proceeding to the date of a Timing Fee Event.

                  (b)      In addition, A&M will be reimbursed for its
                           reasonable out-of-pocket expenses incurred in
                           connection with this assignment, such as travel,
                           lodging, duplicating, computer research, messenger
                           and telephone charges. In addition, A&M shall be
                           reimbursed for the reasonable fees and expenses of
                           its counsel incurred in connection with the
                           enforcement of this Agreement. All fees and expenses

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                           will be billed and payable on a monthly basis or, at
                           A&M's discretion, more frequently.

                  (c)      Upon execution of this Agreement, the Company will
                           provide us with a retainer in the amount of $500,000
                           (the "Retainer"). To the extent any invoices are
                           unpaid in whole or in part, such amounts will be
                           deemed to have been paid out of the Retainer. Upon
                           termination of this Agreement, the Retainer, or any
                           remaining portion thereof, will be credited against
                           our final invoice(s) and/or returned to the Company
                           once all obligations have been paid in full. To the
                           extent that the Company files for Chapter 11
                           protection and obtains terms of a DIP financing
                           facility, subject to a final order by the judge, that
                           contains a sufficient administrative expense carve
                           out for professional fees, we will refund $300,000
                           back to the company.

                  For purposes of this Agreement, the term "Restructuring" shall
                  mean any recapitalization Financing (as defined below) or
                  restructuring (including without limitation, through any
                  exchange, conversion, cancellation, forgiveness, retirement
                  and ore a material modification or amendment to the terms,
                  conditions or covenants thereof) of the Company's equity
                  and/or debt securities and /or other indebtedness, obligations
                  or liabilities (including without limitation, preferred stock,
                  partnership interests, lease obligations, trade credit
                  facilities and other contract or tort obligations), including
                  pursuant to a repurchase, refinancing or and exchange
                  transaction, a Plan of Reorganization or a solicitation of
                  consents, waivers, acceptances or authorization or any change
                  of control transactions, including a Sale (as defined below).

                  For Purposes of this Agreement, the term "Financing" shall
                  mean a public or private issuance, sale or placement of the
                  equity or debt securities, instruments or obligations of the
                  Company with one or more lenders and/or investors, or any loan
                  or other financing, including any rights offering.

                  For Purposes of this Agreement, the term "Sale" shall mean the
                  disposition to one ore more third parties in one or more
                  transactions and whether in whole or part, a series of related
                  transactions of (a) substantially all or a significant portion
                  of the equity securities of the Company, or substantially all
                  or (b) a significant portion of the assets (including the
                  assignment of and executory contracts) or operations of the
                  Company or its subsidiaries, in either case, including through
                  a sale or exchange of capital stock, options or assets, a
                  lease of assets with or without a purchase option, a merger,
                  consolidation or other business combination, an exchange or
                  tender offer, a recapitalization, the formation of a joint
                  venture, partnership ore similar entity, or any similar
                  transaction.

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                  The Company acknowledges that A&M may, at its option and
                  expense and after announcement of the Restructuring place
                  announcements and advertisements or otherwise publicize the
                  Restructuring and A&M's role in it (which may include the
                  reproduction of AMERCO's corporate logo). Furthermore, if
                  requested by A&M, the Company shall include a mutually
                  acceptable reference to A&M in any press release or other
                  public announcement made by the Company regarding the matters
                  described in this letter.

         3.       Term

                  The engagement will commence as of the date hereof and may be
                  terminated by either party without cause by giving 30 days'
                  written notice to the other party. In the event of any such
                  termination, any fees and expenses due to A&M shall be
                  remitted promptly (including fees and expenses that accrued
                  prior to but were invoiced subsequent to such termination). If
                  the Company terminates this engagement without Cause or if A&M
                  terminates this engagement for Good Reason, A&M shall also be
                  entitled to receive the Restructuring Transaction Fee upon the
                  occurrence of the event specified in Section 2(A)(ii) if such
                  event occurs within 12 months of the termination. The Company
                  may immediately terminate A&M's services hereunder at any time
                  for Cause by giving written notice to A&M. Upon any such
                  termination, the Company shall be relieved of all of its
                  payment obligations under this Agreement, except for the
                  payment of fees and expenses through the effective date of
                  termination (including fees and expenses that accrued prior to
                  but were invoiced subsequent to such termination) and its
                  obligations under paragraph 8. For purposes of this Agreement,
                  "Cause" shall mean if A&M breaches any of its material
                  obligations hereunder and does not cure such breach within 30
                  days of the Company having given written notice of such breach
                  to A&M describing in reasonable detail the nature of the
                  alleged breach. A&M shall be entitled to immediately terminate
                  its services hereunder for Good Reason. For purposes of this
                  Agreement, termination for "Good Reason" shall mean either its
                  resignation caused by a breach by the Company of any of its
                  material obligations under this Agreement that is not cured
                  within 30 days of A&M having given written notice of such
                  breach to the Company describing in reasonable detail the
                  nature of the alleged breach or a filing of a petition under
                  Chapter 11 of the United States Bankruptcy Code in respect of
                  the Company unless within 45 days thereafter (or, if sooner,
                  prior to the date on which a plan of reorganization is
                  confirmed or the case is converted to one under Chapter 7),
                  the Company has obtained judicial authorization to continue
                  the engagement on the terms herein pursuant to an order which
                  has become a final, nonappealable order.

         4.       Relationship of the Parties

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                  The parties intend that an independent contractor relationship
                  will be created by this engagement letter. Neither A&M nor any
                  of its personnel or subcontractors is to be considered an
                  employee or agent of the Company and the personnel and
                  subcontractors of A&M are not entitled to any of the benefits
                  that the Company provides for the Company employees. The
                  Company acknowledges that A&M's engagement shall not
                  constitute an audit, review or compilation, or any other type
                  of financial statement reporting engagement that is subject to
                  the rules of the AICPA, SEC or other state or national
                  professional or regulatory body.

         5.       No Third Party Beneficiary

                  The Company acknowledges that all advice (written or oral)
                  given by A&M to the Company in connection with this engagement
                  is intended solely for the benefit and use of the Company
                  (limited to its Board of Directors and management) in
                  considering the matters to which this engagement relates. The
                  Company agrees that no such advice shall be used for any other
                  purpose or reproduced, disseminated, quoted or referred to at
                  any time in any manner or for any purpose other than
                  accomplishing the tasks referred to herein without A&M's prior
                  approval (which shall not be unreasonably withheld), except as
                  required by law.

         6.       Conflicts

                  A&M is not currently aware of any relationship that would
                  create a conflict of interest with the Company or those
                  parties-in-interest of which you have made us aware, but we
                  note the following: certain members of the engagement team are
                  assisting the Unsecured Committee for Presidents Casino, in
                  which AIG is a member. Because A&M is a consulting firm that
                  serves clients on a national basis in numerous cases, both in
                  and out of court, it is possible that A&M may have rendered
                  services to or have business associations with other entities
                  or people which had or have or may have relationships with the
                  Company, including creditors of the Company. In the event you
                  accept the terms of this engagement, with the exception of AIG
                  as mentioned above, A&M will not represent, and A&M has not
                  represented, the interests of any such entities or people in
                  connection with this matter.

         7.       Confidentiality / Non-Solicitation

                  A&M shall keep as confidential all non-public information
                  received from the Company in conjunction with this engagement,
                  except: (i) as

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                  requested by the Company or its legal counsel; (ii) as
                  required by legal proceedings or (iii) as reasonably required
                  in the performance of this engagement. All obligations as to
                  non-disclosure shall cease as to any part of such information
                  to the extent that such information is or becomes public other
                  than as a result of a breach of this provision. The Company
                  agrees not to solicit, recruit or hire any employees of A&M
                  effective from the date of this Agreement and continuing for a
                  period of two years subsequent to the termination of this
                  engagement. Should the Company extend offers of employment to
                  any A&M employee and should such an offer be accepted, A&M
                  will be entitled to a fee based upon such individual's hourly
                  rates multiplied by an assumed annual billing of 2,000 hours.
                  This fee would be payable at the time of the individual's
                  acceptance of employment from the Company.

         8.       Indemnification

                  The attached indemnification agreement is incorporated herein
                  by reference and shall be executed upon the acceptance of this
                  Agreement. Termination of this engagement shall not affect
                  these indemnification provisions, which shall remain in full
                  force and effect.

         9.       Miscellaneous

                  This engagement letter (together with the attached indemnity
                  provisions): (a) shall be governed and construed in accordance
                  with the laws of the State of New York, regardless of the laws
                  that might otherwise govern under applicable principles of
                  conflict of laws thereof; (b) incorporates the entire
                  understanding of the parties with respect to the subject
                  matter hereof; and (c) may not be amended or modified except
                  in writing executed by both parties hereto. The Company and
                  A&M agree to waive trial by jury in any action, proceeding or
                  counterclaim brought by or on behalf of the parties hereto
                  with respect to any matter relating to or arising out of the
                  engagement or the performance or non-performance of A&M
                  hereunder. In the event the Company files under Chapter 11,
                  the Company and A&M agree that the bankruptcy court having
                  jurisdiction over any and all matters arising under or in
                  connection with this engagement letter and the indemnity
                  provisions and in connection with the services rendered by A&M
                  hereunder.

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                  If the foregoing is acceptable to you, kindly sign the
                  enclosed copy to acknowledge your agreement with its terms.

                                         Very truly yours,

                                         Alvarez & Marsal, Inc.

                                         By: /s/ Richard M. Williamson
                                             -----------------------------------
                                             Richard M. Williamson
                                             Title: Managing Director

Accepted and agreed:

AMERCO

By: /s/ Edward J. Shoen
    -------------------------------------
    Edward J. Shoen, President

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                            INDEMNIFICATION AGREEMENT

This indemnity is made part of an agreement, dated June 4, 2003 (which together
with any renewals, modifications or extensions thereof, is herein referred to as
the "Agreement") by and between Alvarez & Marsal, Inc. ("A&M") and AMERCO (the
"Company"), for services to be rendered to the Company by A&M.

A.       The Company agrees to indemnify and hold harmless each of A&M, its
shareholders, employees, agents, representatives and subcontractors (each, an
"Indemnified Party" and collectively, the "Indemnified Parties") against any and
all losses, claims, damages, liabilities, penalties, obligations and expenses,
including the costs for counsel or others (including employees of A&M, based on
their then current hourly billing rates) in investigating, preparing or
defending any action or claim, whether or not in connection with litigation in
which any Indemnified Party is a party, or enforcing the Agreement (including
these indemnity provisions), as and when incurred, caused by, relating to, based
upon or arising out of (directly or indirectly) the Indemnified Parties'
acceptance of or the performance or nonperformance of their obligations under
the Agreement; provided, however, such indemnity shall not apply to any such
loss, claim, damage, liability or expense to the extent it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to
have resulted primarily and directly from such Indemnified Party's gross
negligence or willful misconduct. The Company also agrees that no Indemnified
Party shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with the engagement of A&M,
except to the extent for any such liability for losses, claims, damages,
liabilities or expenses that are found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from such Indemnified Party's gross negligence or willful
misconduct. The Company further agrees that it will not, without the prior
consent of an Indemnified Party, settle or compromise or consent to the entry of
any judgment in any pending or threatened claim, action, suit or proceeding in
respect of which such Indemnified Party seeks indemnification hereunder (whether
or not such Indemnified Party is an actual party to such claim, action, suit or
proceedings) unless such settlement, compromise or consent includes an
unconditional release of such Indemnified Party from all liabilities arising out
of such claim, action, suit or proceeding.

B.       These indemnification provisions shall be in addition to any liability
which the Company may otherwise have to the Indemnified Parties.

C.       If any action, proceeding or investigation is commenced to which any
Indemnified Party proposes to demand indemnification hereunder, such Indemnified
Party will notify the Company with reasonable promptness; provided, however,
that any failure by such Indemnified Party to notify the Company will not
relieve the Company from its obligations hereunder, except to the extent that
such failure shall have actually prejudiced the defense of such action. The
Company shall promptly pay expenses reasonably incurred by any Indemnified Party
in defending, participating in, or settling any action, proceeding or
investigation in which such Indemnified

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Party is a party or is threatened to be made a party or otherwise is
participating in by reason of the engagement under the Agreement, upon
submission of invoices therefor, whether in advance of the final disposition of
such action, proceeding, or investigation or otherwise. Each Indemnified Party
hereby undertakes, and the Company hereby accepts its undertaking, to repay any
and all such amounts so advanced if it shall ultimately be determined that such
Indemnified Party is not entitled to be indemnified therefor. If any such
action, proceeding or investigation in which an Indemnified Party is a party is
also against the Company, the Company may, in lieu of advancing the expenses of
separate counsel for such Indemnified Party, provide such Indemnified Party with
legal representation by the same counsel who represents the Company, provided
such counsel is reasonably satisfactory to such Indemnified Party, at no cost to
such Indemnified Party; provided, however, that if such counsel or counsel to
the Indemnified Party shall determine that due to the existence of actual or
potential conflicts of interest between such Indemnified Party and the Company
such counsel is unable to represent both the Indemnified Party and the Company,
then the Indemnified Party shall be entitled to use separate counsel of its own
choice, and the Company shall promptly advance its reasonable expenses of such
separate counsel upon submission of invoices therefor. Nothing herein shall
prevent an Indemnified Party from using separate counsel of its own choice at
its own expense. The Company will be liable for any settlement of any claim
against an Indemnified Party made with the Company's written consent, which
consent shall not be unreasonably withheld.

D.       In order to provide for just and equitable contribution if a claim for
indemnification pursuant to these indemnification provisions is made but it is
found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express provisions hereof provide for indemnification, then the
relative fault of the Company, on the one hand, and the Indemnified Parties, on
the other hand, in connection with the statements, acts or omissions which
resulted in the losses, claims, damages, liabilities and costs giving rise to
the indemnification claim and other relevant equitable considerations shall be
considered; and further provided that in no event will the Indemnified Parties'
aggregate contribution for all losses, claims, damages, liabilities and expenses
with respect to which contribution is available hereunder exceed the amount of
fees actually received by the Indemnified Parties pursuant to the Agreement. No
person found liable for a fraudulent misrepresentation shall be entitled to
contribution hereunder from any person who is not also found liable for such
fraudulent misrepresentation.

E.       In the event the Company and A&M seek judicial approval for the
assumption of the Agreement or authorization to enter into a new engagement
agreement pursuant to either of which A&M would continue to be engaged by the
Company, the Company shall promptly pay expenses reasonably incurred by the
Indemnified Parties, including attorneys' fees and expenses, in connection with
any motion, action or claim made either in support of or in opposition to any
such retention or authorization, whether in advance of or following any judicial
disposition of such motion, action or claim, promptly upon submission of
invoices therefor and regardless of whether such retention or authorization is
approved by any court. The Company will also promptly pay the Indemnified
Parties for any expenses reasonable incurred by them, including attorneys' fees
and expenses, in seeking payment of all amounts owed it under the Agreement (or
any new engagement agreement) whether through submission of a fee application or
in any other

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manner, without offset, recoupment or counterclaim, whether as a secured claim,
an administrative expense claim, an unsecured claim, a prepetition claim or a
postpetition claim.

F.       Neither termination of the Agreement nor termination of A&M's
engagement nor the filing of a petition under Chapter 7 or 11 of the United
States Bankruptcy Code (nor the conversion of an existing case to one under a
different chapter) shall affect these indemnification provisions, which shall
hereafter remain operative and in full force and effect.

G.       The rights provided herein shall not be deemed exclusive of any other
rights to which the Indemnified Parties may be entitled under the certificate of
incorporation or bylaws of the Debtors, any other agreements, any vote of
stockholders or disinterested directors of the Debtors, any applicable law or
otherwise.

AMERCO                                      ALVAREZ & MARSAL, INC.

By: /s/ Edward J. Shoen                     By: /s/ Richard M. Williamson
    -----------------------                     --------------------------------
    Edward J. Shoen                             Richard M. Williamson
    Chairman and President                      Managing Director

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