Exhibit 99.2

                              PUBLIC STORAGE, INC.
                         RESTRICTED STOCK UNIT AGREEMENT


                  THIS  RESTRICTED  STOCK UNIT  AGREEMENT  is entered into as of
__________________,  by and between Public Storage,  Inc. (the  "Company"),  and
__________________,  an  employee  of the  Company,  a  Subsidiary  or a Service
Provider (the "Grantee").

                                    Recitals:

                  WHEREAS,  the  Public  Storage,  Inc.  2001  Stock  Option and
Incentive  Plan (the "Plan") has been duly approved by the Board of Directors of
the Company and the shareholders of the Company;

                  WHEREAS,  under the Plan the Company is  authorized  to issue,
inter alia,  Restricted  Stock Units  relating to shares of common  stock of the
Company, par value $.10 per share (the "Stock"); and

                  WHEREAS,  the Company desires to grant  Restricted Stock Units
to the Grantee under the terms and conditions set forth below.

                  NOW,  THEREFORE,  in  consideration  of  the  mutual  benefits
hereinafter  provided,  and each intending to be legally bound,  the Company and
the Grantee hereby agree as follows:

1. GRANT OF RESTRICTED STOCK UNITS.

                  The Company  hereby  grants to the Grantee  ________Restricted
Stock Units,  subject to the terms of this  Restricted  Stock Unit Agreement and
the Plan. The Grant Date of the Restricted  Stock Units is  ___________________.
All terms and conditions of the Plan are hereby incorporated into this Agreement
by reference and shall be deemed to be part of this Agreement, without regard to
whether such terms and conditions are not otherwise set forth in this Agreement.
To the extent that any capitalized words used in this Agreement are not defined,
they shall have the  definitions  stated for them in the Plan. In the event that
there is any  inconsistency  between the  provisions  of this  Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.

2. VESTING OF RESTRICTED STOCK UNITS.

   2.1. SERVICE REQUIREMENT.

                  Rights in  respect  of twenty  percent  (20%) of the number of
Restricted  Stock Units  specified  in Section 1 above shall vest on each of the
first, second, third, fourth and fifth anniversaries of the Grant Date, provided
that the Grantee is in service on the  applicable  vesting date. As used herein,
"service" shall mean service to the Company,  a Subsidiary or the Partnership as
an employee, director,  consultant,  service provider or independent contractor.
For purposes of this  Agreement,  termination  of service would not be deemed to
occur if the Grantee,  after terminating  service in one capacity,  continues to
provide service to the Company, any Subsidiary, the Partnership or any affiliate
of the Company in another capacity. Termination of service is sometimes referred
to below as termination of employment or other relationship with the Company. As
used  herein,  references  to the  "Company"  shall be  deemed  to  include  its
Subsidiaries and affiliates,  including the Partnership. The period during which
the  Restricted  Stock  Units  have not vested and  therefore  are  subject to a
substantial risk of forfeiture is referred to below as the Restricted Period.

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   2.2. RESTRICTIONS ON TRANSFER.

                  The  Grantee  may  not  sell,  transfer,   assign,  pledge  or
otherwise encumber or dispose of the Restricted Stock Units.

   2.3. PAYMENT FOR VESTED RESTRICTED STOCK UNITS.

                  When a  portion  of the  Restricted  Stock  Units  shall  vest
pursuant to Section 2.1, the Company  shall,  upon payment by the Grantee of the
aggregate par value of the shares of Stock  represented by such Restricted Stock
Units,  deliver to the Grantee a  certificate  for the number of shares of Stock
represented by the Restricted Stock Units which have vested.

3. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

                  Upon the  termination  of the  Grantee's  employment  or other
relationship  with the Company  other than by reason of death or  permanent  and
total  disability,  any Restricted Stock Units held by the Grantee that have not
vested shall  terminate  immediately,  and the Grantee  shall forfeit any rights
with respect to such  Restricted  Stock Units.  If the  Grantee's  employment or
other  relationship  with the Company is  terminated  because of his death,  his
legal guardian,  or the executor or  administrator of the estate of the Grantee,
or the  person or  persons  to whom  rights  under  the  Restricted  Stock  Unit
Agreement  have  passed by bequest  or  inheritance,  as the case may be,  shall
immediately  be vested in all  Restricted  Stock Units that have not  previously
vested.  If the Grantee's  employment or other  relationship with the Company is
terminated  because  of  the  Grantee's  permanent  and  total  disability,  the
Grantee's  Restricted  Stock Units shall continue to vest in accordance with the
terms of this Agreement for a period of one year thereafter.  At the end of such
one-year period, any Restricted Stock Units that have not vested shall terminate
and shall be forfeited.

4. DIVIDEND AND VOTING RIGHTS.

                  The  Grantee  shall have none of the  rights of a  shareholder
with respect to the  Restricted  Stock Units.  The Grantee  shall be entitled to
receive, upon the Company's payment of a cash dividend on its outstanding Stock,
a cash  payment  for each  Restricted  Stock Unit held as of the record date for
such dividend equal to the per-share dividend paid on the Stock.

5. REQUIREMENTS OF LAW.

                  The  Company  shall not be  required  to deliver any shares of
Stock under this  Restricted  Stock Unit Agreement if the delivery of such Stock
would  constitute a violation by the Grantee or by the Company of any  provision
of any  law or  regulation  of any  governmental  authority,  including  without
limitation any federal or state  securities laws or regulations.  If at any time
the Company shall determine, in its discretion,  that the listing,  registration
or qualification of any Stock upon any securities exchange or under any state or
federal law, or the consent or approval of any  government  regulatory  body, is
necessary or desirable as a condition of, or in connection with, the delivery of
Stock  hereunder,  the Restricted Stock Units shall not vest in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any  conditions not acceptable to the Company.
Specifically  in connection with the Securities Act of 1933 (as now in effect or
as hereafter  amended),  unless a  registration  statement  under such Act is in
effect with respect to the Stock, the Company shall not be required to deliver

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such Stock unless the Company has received evidence  satisfactory to it that the
Grantee may acquire such Stock pursuant to an exemption from registration  under
such Act. Any  determination  in this  connection by the Company shall be final,
binding, and conclusive. The Company may, but shall in no event be obligated to,
register any securities  covered  hereby  pursuant to the Securities Act of 1933
(as now in effect or as hereafter  amended).  The Company shall not be obligated
to take any affirmative  action in order to cause the delivery of Stock pursuant
thereto to comply with any law or regulation of any governmental  authority.  As
to any jurisdiction  that expressly  imposes the requirement that the Restricted
Stock  Units  shall not vest  unless  and until  the Stock is  registered  or is
subject  to an  available  exemption  from  registration,  the  vesting  of  the
Restricted  Stock  Units  (under   circumstances  in  which  the  laws  of  such
jurisdiction  apply) shall be deemed  conditioned upon the effectiveness of such
registration or the availability of such an exemption.

6. WITHHOLDING OF TAXES.

                  The Company, the Partnership and any Subsidiary shall have the
right to deduct  from  payments  of any kind  otherwise  due to the  Grantee any
federal,  state,  or local taxes of any kind required by law to be withheld with
respect  to the  termination  of  the  Restricted  Period  with  respect  to the
Restricted Stock Units. At the termination of the Restricted Period, the Grantee
shall pay to the Company, the Partnership or the Subsidiary, as applicable,  any
amount that the  Company,  the  Partnership  or the  Subsidiary  may  reasonably
determine to be necessary to satisfy such withholding obligation. Subject to the
prior approval of the Company, the Partnership or the Subsidiary, as applicable,
which may be withheld by the Company,  the  Partnership or the Subsidiary in its
sole discretion, the Grantee may elect to satisfy such obligations,  in whole or
in part,  (i) by causing the  Company,  the  Partnership  or the  Subsidiary  to
withhold Stock otherwise  deliverable or (ii) by delivering to the Company,  the
Partnership or the Subsidiary  Stock already owned by the Grantee.  The Stock so
delivered or withheld  shall have a fair market value equal to such  withholding
obligations. The Fair Market Value of the Stock used to satisfy such withholding
obligation shall be determined by the Company, the Partnership or the Subsidiary
as of the date that the  amount of tax to be  withheld  is to be  determined.  A
Grantee  who has made an  election  pursuant  to this  Section 6 may satisfy his
withholding  obligation  only with  shares of Stock that are not  subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

7. PARACHUTE LIMITATIONS

                  Notwithstanding  any other  provision of this  Agreement or of
any other agreement,  contract, or understanding heretofore or hereafter entered
into by the Grantee and the Company,  the Partnership or any Subsidiary,  except
an agreement,  contract, or understanding  hereafter entered into that expressly
modifies or excludes application of this Section (the "Other  Agreements"),  and
notwithstanding  any formal or informal plan or other arrangement  heretofore or
hereafter  adopted by the Company (or the Partnership or any Subsidiary) for the
direct or indirect  compensation of the Grantee  (including groups or classes of
participants or beneficiaries of which the Grantee is a member),  whether or not
such compensation is deferred,  is in cash, or is in the form of a benefit to or
for the Grantee (a  "Benefit  Arrangement"),  if the Grantee is a  "disqualified
individual,"  as defined in Section  280G(c) of the Code, the  Restricted  Stock
Units and any right to receive any payment or other benefit under this Agreement
shall not become vested (i) to the extent that such right to payment or benefit,
taking into account all other  rights,  payments,  or benefits to or for Grantee
under the Plan, all Other Agreements, and all Benefit Arrangements,  would cause
any payment or benefit to the Grantee  under this  Agreement to be  considered a
"parachute payment" within the meaning of Section 280G(b)(2) of the Code as then

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in effect (a  "Parachute  Payment")  and (ii) if,  as a result  of  receiving  a
Parachute Payment,  the aggregate after-tax amounts received by the Grantee from
the  Company  under this  Agreement,  the Plan,  all Other  Agreements,  and all
Benefit  Arrangements would be less than the maximum after-tax amount that could
be  received  by  Grantee  without  causing  any such  payment  or benefit to be
considered a Parachute Payment.  In the event that the receipt of any such right
to exercise,  payment, or benefit under this Agreement,  in conjunction with all
other rights,  payments,  or benefits to or for the Grantee under the Plan,  any
Other  Agreement  or any  Benefit  Arrangement  would  cause the  Grantee  to be
considered to have received a Parachute  Payment under this Agreement that would
have the effect of decreasing  the after-tax  amount  received by the Grantee as
described in clause (ii) of the preceding sentence,  then the Grantee shall have
the  right,  in the  Grantee's  sole  discretion,  to  designate  those  rights,
payments, or benefits under this Agreement, the Plan, any Other Agreements,  and
any Benefit  Arrangements  that should be reduced or  eliminated  so as to avoid
having the payment or benefit to the Grantee  under this  Agreement be deemed to
be a Parachute Payment.

8. DISCLAIMER OF RIGHTS.

                  No  provision of this  Agreement  shall be construed to confer
upon the Grantee the right to be employed by the Company,  the Partnership,  any
Subsidiary  or any  affiliate,  or to  interfere  in any way with the  right and
authority of the Company,  the  Partnership,  any  Subsidiary  or any  affiliate
either to increase or decrease the  compensation  of the Grantee at any time, or
to terminate any  employment or other  relationship  between the Grantee and the
Company, the Partnership,  any Subsidiary, any Service Provider or any affiliate
of any of the foregoing.

9. GOVERNING LAW.

                  This Agreement shall be governed by the laws of the State of
California (but not including the choice of law rules thereof).


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Restricted  Stock Unit  Agreement to be duly executed as of the date first above
written.

                        PUBLIC STORAGE, INC.

                        By:
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                        GRANTEE:

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