**GUARANTEE**




GUARANTEE,
      dated as of June
      6,
      2006, made by U-HAUL INTERNATIONAL, INC. (the “ Guarantor ”),
      in
      favor of BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH and other lenders party
      to
      the Credit Agreement from time to time the “ Lenders ”
and
      the
“ Lender
      Parties ”)
      and
      BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, as administrative agent
      (the “ Administrative
      Agent ”
and
      together with the Lenders, the “ Lender
      Parties ”),
      parties to the Credit Agreement referred to below.




**RECITALS**




Pursuant
      to the Credit Agreement, dated as of June
      6,
      2006 (as amended, supplemented or otherwise modified from time to time, the
      “ Credit
      Agreement ”),
      among
      U-HAUL SALES & LEASING CO., U-HAUL CO. OF ARIZONA and U-HAUL INTERNATIONAL,
      INC. (each, a “ Borrower ”
and
      collectively, the “ Borrowers ”),
      the
      Guarantor, BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH as
      Administrative Agent and the Lenders, the Lenders have agreed to make loans
      to
      the Borrowers upon the terms and subject to the conditions set forth therein,
      such loans to be evidenced by the Note issued by the Borrowers thereunder.
      The
      Borrowers are members of an affiliated group of corporations that includes
      the
      Guarantor. The Borrowers and the Guarantor are engaged in related businesses,
      and the Guarantor will derive substantial direct and indirect benefit from
      the
      making of the loans. It is a condition precedent to the obligation of the
      Lenders to make the loans to the Borrowers under the Credit Agreement that
      the
      Guarantor hereto shall have executed and delivered this Guarantee to the Lender
      Parties.




NOW,
      THEREFORE, in consideration of the premises and to induce the Lenders to enter
      into the Credit Agreement and make the loans to the Borrowers, under the Credit
      Agreement, the Guarantor hereby agrees with the Lender Parties as
      follows:




Defined
      Terms .




Unless
      otherwise defined herein, terms defined in the Credit Agreement and used herein
      shall have the meanings given to them in the Credit Agreement.




The
      words
“hereof,” “herein” and “hereunder” and words of similar import when used in this
      Guarantee shall refer to this Guarantee as a whole and not to any particular
      provision of this Guarantee, and section and paragraph references are to this
      Guarantee unless otherwise specified.




The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.









Guarantee .




The
      Guarantor hereby, unconditionally and irrevocably, guarantees to the Lender
      Parties and their respective successors, indorsees, transferees and assigns,
      the
      prompt and complete payment and performance by each of U-Haul Sales &
Leasing Co. and U-Haul Co. of Arizona (each, an “ Affiliate
      Borrower ”
and
      collectively, the “ Affiliate
      Borrowers ”)
      of its
      obligations under the Loan Documents, whether at stated maturity, by
      acceleration or otherwise.




Anything
      herein or in any other Loan Document to the contrary notwithstanding, the
      maximum liability of the Guarantor hereunder and under the other Loan Documents
      shall in no event exceed the amount which can be guaranteed by the Guarantor
      under applicable federal and state laws relating to the insolvency of
      debtors.




The
      Guarantor further agrees to pay any and all expenses (including, without
      limitation, all fees and disbursements of counsel) which may be paid or incurred
      by any Lender Party in enforcing, or obtaining advice of counsel in respect
      of,
      any rights with respect to, or collecting, any or all of the Obligations and/or
      enforcing any rights with respect to, or collecting against, the Guarantor
      under
      this Guarantee. This Guarantee shall remain in full force and effect until
      the
      Obligations are paid in full and the Commitments are terminated, notwithstanding
      that from time to time prior thereto the Affiliate Borrowers, individually
      or
      collectively, may be free from any Obligations.




The
      Guarantor agrees that the Obligations may at any time and from time to time
      exceed the amount of the liability of the Guarantor hereunder without impairing
      this Guarantee or affecting the rights and remedies of any Lender Party
      hereunder.




No
      payment or payments made by any Borrower, the Guarantor, any other guarantor
      or
      any other Person or received or collected by any Lender Party from any Borrower,
      the Guarantor, any other guarantor or any other Person by virtue of any action
      or proceeding or any set-off or appropriation or application at any time or
      from
      time to time in reduction of or in payment of the Obligations shall be deemed
      to
      modify, reduce, release or otherwise affect the liability of the Guarantor
      hereunder which shall, notwithstanding any such payment or payments other than
      payments made by the Guarantor in respect of the Obligations or payments
      received or collected from the Guarantor in respect of the Obligations, remain
      liable for the Obligations up to the maximum liability of the Guarantor
      hereunder until the Obligations are paid in full and the Commitments are
      terminated.




The
      Guarantor agrees that whenever, at any time, or from time to time, it shall
      make
      any payment to the Lender Parties on account of its liability hereunder, it
      will
      notify the Lender Parties in writing that such payment is made under this
      Guarantee for such purpose. .




Right
      of Set-off .
      The
      Guarantor hereby irrevocably authorizes each Lender Party at any time and from
      time to time without notice to the Guarantor, any such notice being expressly
      waived by the Guarantor, to set-off and appropriate and apply any and all
      deposits (general or special, time or demand, provisional or final), in any
      currency, and any other credits, indebtedness or claims, in any currency, in
      each case whether direct or indirect, absolute or contingent, matured or
      unmatured, at any time held or owing by such Lender Party to or for the credit
      or the account of the Guarantor, or any part thereof in such amounts as such
      Lender Party may elect, against and on account of the obligations and
      liabilities of the Guarantor to such Lender Party hereunder and claims of every
      nature and description of such Lender Party against the Guarantor, in any
      currency, whether arising hereunder, under the Credit Agreement, the Note,
      any
      Loan Documents or otherwise, as such Lender Party may elect, whether or not
      such
      Lender Party has made any demand for payment and although such obligations,
      liabilities and claims may be contingent or unmatured. Each Lender Party shall
      notify the Guarantor promptly of any such set-off and the application made
      by
      such Lender Party, provided that the
      failure to give such notice shall not affect the validity of such set-off and
      application. The rights of each Lender Party under this Section are in addition
      to other rights and remedies (including, without limitation, other rights of
      set-off) which each Lender Party may have.




No
      Subrogation .
      Notwithstanding any payment or payments made by the Guarantor hereunder or
      any
      set-off or application of funds of the Guarantor by any Lender Party, the
      Guarantor shall not be entitled to be subrogated to any of the rights of any
      Lender Party against the Affiliate Borrowers or any other guarantor or any
      collateral security or guarantee or right of offset held by any Lender Party
      for
      the payment of the Obligations, nor shall the Guarantor seek or be entitled
      to
      seek any contribution or reimbursement from the Affiliate Borrowers or any
      other
      guarantor in respect of payments made by the Guarantor hereunder, until all
      amounts owing to the Lender Parties by the Affiliate Borrowers on account of
      the
      Obligations are paid in full and the Commitments are terminated. If any amount
      shall be paid to the Guarantor on account of such subrogation rights at any
      time
      when all of the Obligations shall not have been paid in full, such amount shall
      be held by the Guarantor in trust for the Lender Parties, segregated from other
      funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor,
      be
      turned over to the Lender Parties in the exact form received by the Guarantor
      (duly indorsed by the Guarantor to each Lender Party, if required), to be
      applied against the Obligations, whether matured or unmatured, in such order
      as
      the Lender Parties may determine.




Amendments,
      etc. with respect to the Obligations; Waiver of Rights .
      The
      Guarantor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against the Guarantor and without notice to or further
      assent by the Guarantor, (a) any demand for payment of any of the Obligations
      made by any Lender Party may be rescinded by such party and any of the
      Obligations continued, (b) the Obligations, or the liability of any other party
      upon or for any part thereof, or any collateral security or guarantee therefor
      or right of offset with respect thereto, may, from time to time, in whole or
      in
      part, be renewed, extended, amended, modified, accelerated, compromised, waived,
      surrendered or released by the Lender Parties, (c) the Credit Agreement, the
      Note and the other Loan Documents and any other documents executed and delivered
      in connection therewith may be amended, modified, supplemented or terminated,
      in
      whole or in part, as the Lender Parties may deem advisable from time to time,
      and (d) any collateral security, guarantee or right of offset at any time held
      by any Lender Party for the payment of the Obligations may be sold, exchanged,
      waived, surrendered or released. No Lender Party shall have any obligation
      to
      protect, secure, perfect or insure any Lien at any time held by it as security
      for the Obligations or for this Guarantee or any property subject thereto.
      When
      making any demand hereunder against the Guarantor, each Lender Party may, but
      shall be under no obligation to, make a similar demand on the Affiliate
      Borrowers or any other guarantor, and any failure by any Lender Party to make
      any such demand or to collect any payments from the Affiliate Borrowers or
      any
      such other guarantor or any release of an Affiliate Borrower or such other
      guarantor shall not relieve the Guarantor of its obligations or liabilities
      hereunder, and shall not impair or affect the rights and remedies, express
      or
      implied, or as a matter of law, of any Lender Party against the Guarantor.
      For
      the purposes hereof “demand” shall include the commencement and continuance of
      any legal proceedings.




Guarantee
      Absolute and Unconditional .
      The
      Guarantor waives (i) any and all notice of the creation, renewal, extension
      or
      accrual of any of the Obligations, (ii)notice of or proof of reliance by each
      Lender Party upon this Guarantee and (iii) acceptance of this Guarantee by
      any
      Lender Party. The Obligations, and any of them, shall conclusively be deemed
      to
      have been created, contracted or incurred, or renewed, extended, amended or
      waived, in reliance upon this Guarantee; and all dealings between the Affiliate
      Borrowers and the Guarantor, on the one hand, and the Lender Parties and the
      Affiliate Borrowers, on the other hand, likewise shall be conclusively presumed
      to have been had or consummated in reliance upon this Guarantee. The Guarantor
      waives diligence, presentment, protest, demand for payment and notice of default
      or nonpayment to or upon the Affiliate Borrowers or the Guarantor with respect
      to the Obligations. The Guarantor understands and agrees that this Guarantee
      shall be construed as a continuing, absolute and unconditional guarantee of
      payment without regard to (a) the validity, regularity or enforceability of
      the
      Credit Agreement, the Note or any other Loan Document, any of the Obligations
      or
      any other collateral security therefor or guarantee or right of offset with
      respect thereto at any time or from time to time held by any Lender Party,
      (b)
      any defense, set-off or counterclaim (other than a defense of payment of
      performance) which may at any time be available to or be asserted by the
      Affiliate Borrowers against any Lender Party, or (c) any other circumstance
      whatsoever (with or without notice to or knowledge of any Affiliate Borrower
      or
      the Guarantor) which constitutes, or might be construed to constitute, an
      equitable or legal discharge of any Affiliate Borrower for the Obligations,
      or
      of the Guarantor under this Guarantee, in bankruptcy or in any other instance.
      When pursuing its rights and remedies hereunder against the Guarantor, each
      Lender Party may, but shall be under no obligation to, pursue such rights and
      remedies as it may have against any Affiliate Borrower or any other Person
      or
      against any collateral security or guarantee for the Obligations or any right
      of
      offset with respect thereto, and any failure by any Lender Party to pursue
      such
      other rights or remedies or to collect any payments from any Affiliate Borrower
      or any such other Person or to realize upon any such collateral security or
      guarantee or to exercise any such right of offset, or any release of any
      Affiliate Borrower or any such other Person or any such collateral security,
      guarantee or right of offset, shall not relieve the Guarantor of any liability
      hereunder, and shall not impair or affect the rights and remedies, whether
      express, implied or available as a matter of law, of such Lender Party against
      the Guarantor. This Guarantee shall remain in full force and effect and be
      binding in accordance with and to the extent of its terms upon the Guarantor
      and
      the successors and assigns thereof, and shall inure to be benefit of each Lender
      Party, and its respective successors, indorsees, transferees and assigns, until
      all the Obligations and the obligations of the Guarantor under this Guarantee
      shall have been satisfied by payment in full and the Commitments shall be
      terminated, notwithstanding that from time to time during the term of the Credit
      Agreement the Affiliate Borrowers, individually or collectively, may be free
      from any Obligations.




Reinstatement .
      This
      Guarantee shall continue to be effective, or be reinstated, as the case may
      be,
      if at any time payment, or any part thereof, of any of the Obligations is
      rescinded or must otherwise be restored or returned by the Lender Parties upon
      the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
      Affiliate Borrower or the Guarantor, or upon or as a result of the appointment
      of a receiver, intervenor or conservator of, or trustee or similar officer
      for,
      any Affiliate Borrower or the Guarantor or any substantial part of its property,
      or otherwise, all as though such payments had not been made.




Not
      Affected by Bankruptcy .
      Notwithstanding any modification, discharge or extension of the Obligations
      or
      any amendment, modification, stay or cure of each Lender Party's rights which
      may occur in any bankruptcy or reorganization case or proceeding against any
      Affiliate Borrower, whether permanent or temporary, and whether or not assented
      to by each Lender Party, the Guarantor hereby agrees that it shall be obligated
      hereunder to pay and perform the Obligations and discharge its other obligations
      in accordance with the terms of the Obligations and the terms of this Guarantee.
      The Guarantor understands and acknowledges that, by virtue of this Guarantee,
      it
      has specifically assumed any and all risks of a bankruptcy or reorganization
      case or proceeding with respect to any or all Affiliate Borrowers. Without
      in
      any way limiting the generality of the foregoing, any subsequent modification
      of
      the Obligations in any reorganization case concerning any Affiliate Borrower
      shall not affect the obligation of the Guarantor to pay and perform the
      Obligations in accordance with the original terms thereof.




Payments .
      The
      Guarantor hereby guarantees that payments hereunder will be paid to each Lender
      Party without set-off or counterclaim in U.S. Dollars at the office of each
      Lender Party, as applicable, as specified in Section 12.01 of the Credit
      Agreement.




Notices .
      All
      notices, requests and demands to or upon each Lender Party or the Guarantor
      to
      be effective shall be in writing (or by telex, fax or similar electronic
      transfer confirmed in writing) and shall be deemed to have been duly given
      or
      made (1) when delivered by hand or (2) if given by mail, when deposited in
      the
      mails by certified mail, return receipt requested, or (3) if by telex, fax
      or
      similar electronic transfer, when sent and receipt has been confirmed, addressed
      as follows:




if
      to
      Bayerische Hypo- und Vereinsbank AG, New York Branch, as Lender or as
      Administrative Agent, at its address or transmission number for notices as
      provided in Section 12.01 of the Credit Agreement;




if
      to any
      other Lender, at its address or transmission number for notices as provided
      in
      Section 12.01 of the Credit Agreement; and




if
      to the
      Guarantor, at its address or transmission number for notices set forth under
      its
      signature below.




Each
      Lender Party and the Guarantor may change its address and transmission numbers
      for notices by notice in the manner provided in this Section.




Severability .
      Any
      provision of this Guarantee which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.




Integration .
      This
      Guarantee represents the agreement of the Guarantor with respect to the subject
      matter hereof and there are no promises or representations by any Lender Party
      relative to the subject matter hereof not reflected herein.




Amendments
      in Writing; No Waiver; Cumulative Remedies .




None
      of
      the terms or provisions of this Guarantee may be waived, amended, supplemented
      or otherwise modified except by a written instrument executed by the Guarantor
      and each Lender Party, provided that any provision of this Guarantee may be
      waived by the Lender Parties in a letter or agreement executed by the Lender
      Parties or by telex or facsimile transmission from the Lender
      Parties.




Each
      Lender Party shall not by any act (except by a written instrument pursuant
      to
      Section 13(a) hereof), delay, indulgence, omission or otherwise be deemed to
      have waived any right or remedy hereunder or to have acquiesced in any default
      or Event of Default or in any breach of any of the terms and conditions hereof.
      No failure to exercise, nor any delay in exercising, on the part of any Lender
      Party, any right, power or privilege hereunder shall operate as a waiver
      thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. A waiver by any Lender Party of any
      right or remedy hereunder on any one occasion shall not be construed as a bar
      to
      any right or remedy which such Lender Party would otherwise have on any future
      occasion.




The
      rights and remedies herein provided are cumulative, may be exercised singly
      or
      concurrently and are not exclusive of any other rights or remedies provided
      by
      law.




Section
      Headings .
      The
      section headings used in this Guarantee are for convenience of reference only
      and are not to affect the construction hereof or be taken into consideration
      in
      the interpretation hereof.




Successors
      and Assigns .
      This
      Guarantee shall be binding upon the successors and assigns of the Guarantor
      and
      shall inure to the benefit of each Lender Party and its successors and
      assigns.




GOVERNING
      LAW .
      THIS
      GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK.




Submission
      To Jurisdiction; Waivers .
      The
      Guarantor hereby irrevocably and unconditionally:




submits
      for itself and its property in any legal action or proceeding relating to this
      Guarantee and the other Loan Documents to which it is a party, or for
      recognition and enforcement of any judgment in respect thereof, to the
      non-exclusive general jurisdiction of the courts of the State of New York,
      the
      courts of the United States of America for the Southern District of New York,
      and appellate courts from any thereof;




consents
      that any such action or proceeding may be brought in such courts and waives
      any
      objection that it may now or hereafter have to the venue of any such action
      or
      proceeding in any such court or that such action or proceeding was brought
      in an
      inconvenient court and agrees not to plead or claim the same;




agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to the Guarantor at its address set
      forth under its signature below or at such other address of which the Lender
      Parties shall have been notified pursuant hereto;




agrees
      that nothing herein shall affect the right to effect service of process in
      any
      other manner permitted by law or shall limit the right to sue in any other
      jurisdiction; and




waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this Section any
      special, exemplary, punitive or consequential damages.




Acknowledgments .
      The
      Guarantor hereby acknowledges that:




it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Guarantee and the other Loan Documents to which it is a party;




no
      Lender
      shall have any fiduciary relationship with or duty to the Guarantor arising
      out
      of or in connection with this Guarantee or any of the other Loan Documents
      to
      which it is a party, and the relationship between the Guarantor and the Affiliate
      Borrower s
      on the
      one hand, and the Guarantor and the Lender Parties, on the other hand, in
      connection herewith or therewith is solely that of debtor and creditor;
      and




no
      joint
      venture is created hereby or by the other Loan Documents or otherwise exists
      by
      virtue of the transactions contemplated hereby among the Guarantor, the Affiliate
      Borrower s,
      and
      any Lender Party.




WAIVER
      OF JURY TRIAL .
      EACH
      GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT
      AND FOR ANY COUNTERCLAIM THEREIN.









[ *Signature
      Page Follows* ]














IN
      WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly
      executed and delivered by its duly authorized officer as of the day and year
      first above written.




U-HAUL
      INTERNATIONAL, INC.




By:  ______________________




Name:




Title:




Address
      for Notices:




2727
      North Central Avenue




Phoenix,
      Arizona 85004




Tel:  (775)
      688-6300




Fax:  (775)
      688-6338





Date:
                June 6, 2006
              
              ACCEPTED
                AND AGREED:
              
              BAYERISCHE
                HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, as the Administrative
                Agent, on
                behalf of itself and each Lender
              
              By:______________________
              Name:
              Title:
              
              By:______________________
              Name:
              Title: