Stockholder Agreement dated June 30, 2006


    

      Exhibit
        10.1

       

      EXECUTION
        COPY

       

      


      
 

      


      STOCKHOLDER
        AGREEMENT

      


      


      THIS
        STOCKHOLDER AGREEMENT (this “Agreement”) is entered on June 30, 2006, among the
        direct and indirect holders signatory hereto (the “Stockholders”) of certain
        shares of common stock of AMERCO, a Nevada corporation (the “Company”) As used
        in this Agreement, the term “Shares” shall refer to all shares of common stock,
        $0.25 par value, of the Company held or acquired by each Stockholder at any
        time
        during the term of this Agreement, and of any other type, class, or series
        of
        voting stock of the Company which may be issued at any time by the Company
        and
        acquired by any Stockholder at any time during the term of this Agreement,
        including, but not limited to, any shares of any type, class, or series of
        voting stock of the Company into which Shares held pursuant to this Agreement
        may be and are converted, and shall also include all powers or rights to
        vote
        any shares of common or other voting stock of the Company that are owned
        or
        controlled, directly or indirectly, by a Stockholder individually, or as
        a
        fiduciary, partner, joint venturer, stockholder, or director of a holder
        of such
        shares, or otherwise.

      


      WITNESSETH:

      


      WHEREAS,
        the Stockholders desire to combine their voting power in order to further
        its
        interests; and

      


      WHEREAS,
        the Stockholders believe that this Agreement will advance this goal by
        facilitating (1) corporate stability, (2) evaluation of strategies to maximize
        the value and liquidity of the Company’s securities, and (3) other matters of
        interest to the Stockholders;

      


      NOW,
        THEREFORE, the Stockholders, for and in consideration of the mutual promises
        and
        covenants herein made, do hereby agree to and with each other as
        follows:

      


      1.
        Duration.
        The
        term of this Agreement shall commence on the date first set forth above (the
        "Commencement Date”) and the restrictions and obligations described herein shall
        be effective and remain in force between the parties until July 1,2007, or
        until
        terminated as provided for herein, whichever occurs first. This Agreement
        shall
        automatically renew on July 1, of each successive year, unless a Stockholder
        provides written notice by June 1, to all other Stockholders of its intent
        to
        withdraw from the Agreement.

      


      2. Voting
        the Shares; Limitations Thereon: Proxy.
        Unless
        otherwise provided for herein, in voting on all matters that may come before
        any
        meeting of the stockholders of the Company (a “Company Stockholders Meeting”)
        occurring during the term of this Agreement, the Shares shall be voted as
        one
        block in the manner and upon the conditions and restrictions set forth
        below:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      A. Majority
        Voting.
        Except
        as otherwise specifically provided herein all voting with respect to the
        Shares
        shall be at the direction of “a majority in interest of the Stockholders”
(defined below) in accordance with this Section 2. For purposes of this
        Agreement and unless otherwise provided for herein, with respect to any voting
        of the Shares requiring the direction or vote of a majority in interest of
        the
        Stockholders, each Stockholder (whether an individual or an entity) shall
        be
        entitled to one vote for each Share subject to this Agreement; provided,
        however, that if any Shares are entitled to more or less than one vote per
        Share
        in any matter to be voted on at a Company Stockholders Meeting, then for
        purposes of any vote taken hereunder with respect to such matter, such Shares
        shall have the same voting entitlement under this Agreement. For purposes
        of
        this Agreement, a “majority in interest of the Stockholders” shall mean
        Stockholders holding greater than fifty percent (50%) of all Shares that
        are
        actually voted pursuant to this Agreement at a Stockholders Meeting (defined
        below) or at any other meeting of the Stockholders hereunder in person or
        by
        proxy by the Stockholders, or if any such Shares are entitled to more or
        less
        than one vote per Share in any matter to be voted on at a Company Stockholders
        Meeting, then for purposes of any vote taken hereunder with respect to such
        matter, a “majority in interest of the Stockholders" shall mean Stockholders
        holding greater than fifty percent (50%) of the votes that are actually voted
        pursuant to this Agreement at a Stockholders Meeting in person or by proxy
        by
        the Stockholders. When so voting or directing the manner in which the Shares
        shall be voted, Stockholders may vote at a Stockholders Meeting or at any
        other
        meeting of the Stockholders hereunder by written proxy. Stockholders may
        also
        participate in and vote at a Stockholders Meeting or at any other meeting
        of the
        Stockholders hereunder by means of conference telephone or similar
        communications equipment whereby all Stockholders participating in such meeting
        can hear one another, and such participation shall constitute presence in
        person
        at any such meeting. In addition, any action that may be taken hereunder
        by a
        majority in interest of the Stockholders at a Stockholders Meeting or at
        any
        other meeting of the Stockholders hereunder may be taken without a meeting
        upon
        the express written consent of all Stockholders. 

      


      B. Stockholders
        Meeting.
        Prior
        to voting the Shares with respect to any resolution or election which comes
        before any Company Stockholders Meeting, a meeting of the Stockholders for
        the
        purpose of directing the manner in which the Shares shall be voted (a
“Stockholders Meeting”) shall be held no earlier than forty-eight (48) hours
        after the receipt by each of the Stockholders of a Stockholder Meeting Notice
        (defined below) and no later than the day preceding a Company Stockholders
        Meeting. The Stockholders hereby appoint the Proxy referenced in Section
        2.C
        hereof, and such Proxy accepts such appointment, as the Stockholder responsible
        for giving written notice of each Stockholders Meeting (“Stockholder Meeting
        Notice”) to all Stockholders within seven (7) days after such Proxy receives
        notice of a Company Stockholders Meeting, which Stockholder Meeting Notice
        shall
        include:

      


      (i) The
        matters to be submitted to the vote of the stockholders of the Company and
        the
        date on which such matter is to be submitted to the vote of the stockholders
        of
        Company or a reference to a particular notice of a Company Stockholders Meeting
        otherwise sent by the Company to its stockholders and received by all
        Stockholders hereunder; and

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (ii) The
        place
        (unless such meeting is to be held among all of the Stockholders participating
        solely by conference telephone or similar communications equipment), day,
        and
        hour of the Stockholders Meeting to direct the manner in which the Shares
        shall
        be voted. The place of any such meeting shall be selected by the Proxy
        referenced in Section 2.C hereof, provided, however, that such place shall
        be
        within Maricopa County, Arizona and, provided further, that an “absolute
        majority of the Stockholders” may agree that such meeting shall be held
        elsewhere. Any Stockholder who desires to participate in any such meeting
        by
        conference telephone or similar communications equipment must give written
        notice, which notice must be received by the Proxy referenced in Section
        2.C
        hereof no later than twenty-four (24) hours prior to such meeting, stating
        such
        desire and a telephone number at which such Stockholder can be reached on
        the
        day and hour of such meeting. If the meeting is to be held solely by means
        of
        conference telephone or similar communications equipment, the Stockholders
        Meeting Notice shall also describe the procedure pursuant to which the meeting
        shall be held and the method by which each Stockholder may participate therein.
        The term “absolute majority of the Stockholders” shall mean for purposes of this
        Agreement the Stockholders holding greater than fifty percent (50%) of all
        Shares held by all Stockholders pursuant to this Agreement, or if any such
        Shares are entitled to more or less than one vote per Share in any matter
        to be
        voted on at a Company Stockholders Meeting, that for purposes of any vote
        taken
        hereunder with respect to such matter, upon the express written consent of
        the
        Stockholders holding greater than fifty percent (50%) of the votes held by
        all
        Stockholders pursuant to this Agreement.

      


      The
        obligation of the Proxy referenced in Section 2.C hereof to give notice to
        all
        Stockholders under this Section 2.B may be delegated by such Proxy to any
        other
        person. The provisions of this Section 2.B shall not apply when action is
        taken
        on any matter to be voted on at a Company Stockholders Meeting by written
        consent in accordance with the third to last sentence of Section 2.A
        hereof.

      


      C.
        Appointment
        of Proxy.
        In
        addition to and in order to carry out the provisions and intentions set forth
        in
        this Section 2, the Stockholders hereby constitute and appoint James P. Shoen,
        and James P. Shoen accepts such appointment, as the Stockholders’ true and
        lawful attorney and agent in their name, place and stead to vote the Shares
        as
        their proxy in accordance with the direction as to voting such Shares as
        provided for in this Agreement (in his capacity as proxy for the Stockholders,
        James P. Shoen shall hereinafter be referred to as “Proxy,” which term shall
        include any successor proxy designated or selected in accordance with Section
        9
        hereof). The proxy granted herein shall be irrevocable and coupled with an
        interest and shall continue in force until this Agreement is terminated.
        The
        Stockholders, and each of them, and Proxy shall execute on the date hereof
        the
        form of proxy attached hereto as Exhibit A and made a part hereof. Proxy
        agrees
        to promptly file a copy of the fully executed proxy with the Secretary of
        the
        Company for notification purposes. If the Stockholders fail, for whatever
        reason, to direct Proxy as to the manner in which the Shares are to be voted,
        then, Proxy shall exercise his best judgment in voting the Shares. Proxy
        shall
        not have any liability to any person for any acts taken in good faith and
        that
        do not constitute willful malfeasance.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      D. Limitations.
        Notwithstanding any other provision of this Agreement, to the extent any
        Stockholder is prohibited by applicable law, rule, or regulation from allowing
        such Stockholder’s Shares to be voted in accordance with the provisions of this
        Section 2, the remaining Stockholders’ obligations and duties pursuant to this
        Section 2 shall not be affected or impaired in any manner.

      


      3.
        Termination.
        This
        Agreement shall be effective on the Commencement Date and shall remain in
        full
        force and effect for the term set forth in Section 1 above; provided, however,
        that this Agreement may be terminated at any time upon

      


      (i) the
        consent of Stockholders holding greater than 60% of all Shares held by all
        Stockholders pursuant to this Agreement.

      


      4.
        Merger,
        Sale or Consolidation.
        In the
        event of a merger,sale or consolidation involving the Company and in which
        (a)
        the Company is not the surviving entity or (b) the Company becomes the
        subsidiary of another corporation, the termination date hereof shall be
        accelerated to the effective date of said consolidation, sale or merger unless
        Stockholders holding greater than 60% of all Shares held by all Stockholders
        pursuant to this Agreement elect or consent to continue this Agreement for
        its
        full term, substituting where appropriate the voting shares issued pursuant
        to
        said consolidation, sale or merger for the Shares.

      


      5.
        Additional
        Shares.
        During
        the term of this Agreement, any and all additional shares of the common stock
        or
        other voting stock of the Company which may be acquired by or issued to the
        Stockholders in any transaction with any party shall be subject to the terms,
        restrictions, and conditions of this Agreement and shall be considered Shares
        for all purposes of this Agreement.

      


      6.
        Additional
        Stockholders.
        From
        time to time after the execution of this Agreement by the Stockholders who
        are
        the initial parties to this Agreement, additional holders of certain shares
        of
        common stock or any other type of voting stock that may be issued by the
        Company
        may become parties to this Agreement subject to the terms hereof upon the
        consent of Stockholders holding greater than 60% of all Shares held by all
        stockholders pursuant to this Agreement and upon the execution of a counterpart
        signature page by each such holder

      


      7.
        Stockholders
        Representations and Warranties.
        The
        Stockholders, and each of them, by signing this Agreement, or a counterpart
        hereof, represent and warrant:

      


      (i) That
        they
        (A) are the legal and equitable owners of, (B) are the legal owners of and
        hold
        in trust for the equitable owners, or (C) otherwise have the legal right
        to
        enter into this Agreement on behalf of the legal and equitable owners of,
        the
        number of Shares listed beside their respective signatures;

      


      (ii) That
        such
        Shares so listed constitute all of the Shares which they legally or beneficially
        own or control, directly or indirectly;

      


      



      
        
          
             

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      (iii)
        That they have the right and power to vote the number of Shares listed beside
        their respective signatures;

      


      (iv)
        That
        they have the right and power to enter into this Agreement, and to perform
        the
        undertakings set forth herein; and

      


      (v)
        Except as may be provided in the Company’s Articles of Incorporation or By-Laws,
        there are no prior binding agreements to which any of the Stockholders are
        a
        party or to which the Shares are subject that affect or restrict the voting
        rights of the Shares or the manner in which the Shares shall be voted and,
        to
        the extent any such purported agreement or agreements exist, have existed
        or are
        claimed to exist, they are hereby released, discharged, cancelled, terminated
        and rendered null and void, provided, however,
        that
        the Stockholders acknowledge and agree that the Stockholders may execute
        agreements solely between and with, or for the benefit of, other Stockholders
        which further restrict the voting or the transferability of the Shares, such
        additional restrictive agreements being subject to all of the terms and
        conditions of this Agreement

      


      (vi)
        Stockholders shall have the right to pledge 

      shares
        as
        collateral on any transaction.

      


      8. Compensation
        and Reimbursement.
        Proxy
        shall not be entitled to any compensation for his services as Proxy, but
        the
        Stockholders, jointly and severally, shall reimburse him and hold him harmless
        for any expenses (including attorneys’ fees) and disbursements reasonably
        incurred by Proxy in connection with any litigation that may arise in respect
        of
        this Agreement or in respect of the Company, to which Proxy is a party as
        a
        consequence of his acting as Proxy pursuant to this Agreement.

      


      9. Removal
        and Replacement of Proxy.
        Proxy
        may be removed and replaced as Proxy for any reason by an affirmative vote
        of an
        absolute majority of the Stockholders (as defined in Section 2.A) at a meeting
        called by any Stockholder for the purpose of considering the replacement
        of
        Proxy. Such meeting shall require seven (7) days advance written notice to
        all
        Stockholders. If Proxy is removed, the Stockholders shall cause a written
        notice
        to that effect to be sent to the removed Proxy effective as of the date set
        forth in said notice. Upon the disability, removal, or resignation of Proxy
        or
        any successor Proxy, the vacancy shall be filled by appointment by an absolute
        majority of the Stockholders voting on such issue. Until the appointment
        of a
        new Proxy in accordance with this Section 9, Edward J. Shoen shall serve
        as
        interim Proxy hereunder. At any time that a proxy is removed or replaced
        hereunder and a new Proxy is appointed, including the interim Proxy contemplated
        in this Section 9, the Stockholders will execute a new proxy in substantially
        the form of Exhibit
        A
        hereto
        but with the name of the new or interim Proxy substituted for James P. Shoen
        each time such name appears in such proxy.

      


      10. Knowing
        Covenants.
        The
        parties hereby represent to each other that the covenants and agreements
        provided for in this Agreement have been knowingly and voluntarily granted
        after
        thorough consultation with counsel as to the binding and irrevocable effect
        thereof. Based upon consultation with counsel, the parties hereby represent
        and
        warrant to each other that this Agreement is binding and enforceable in
        accordance with its terms.

      


      11. Exhibits.
        All
        Exhibits attached to this Agreement are fully incorporated herein and are
        made
        part of this Agreement whether or not the Exhibits are executed by any or
        all of
        the parties.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      12. Incorporation
        of Prefatory Language.
        The
        prefatory language made and stated hereinabove is hereby incorporated by
        reference into, and made a part of, this Agreement.

      


      13. No
        Other Parties to Benefit.
        This
        Agreement is made for the sole benefit of the parties hereto and their
        successors and assigns. Except as expressly provided herein, no other person
        or
        entity is intended to or shall have any rights or benefits hereunder, whether
        as
        third party beneficiaries or otherwise.

      


      14. Notice.
        All
        notices provided for herein shall be hand delivered or sent by Federal Express
        or other reputable overnight courier or by registered or certified mail,
        postage
        prepaid, addressed to all parties hereto at the address designated for each
        party in the signature pages hereto or at such other address as the party
        who is
        to receive such notice may designate in writing delivered to all other parties
        hereto. Notice shall be deemed received upon: (i)
        such
        hand
        delivery, (ii) one (1) day after the day such notice is delivered to Federal
        Express or other reputable overnight courier for next day delivery, or (iii)
        three (3) days after the deposit of same in a letter box or other means provided
        for the posting of mail, properly addressed in accordance with the first
        sentence of this Section 14 and with the proper amount of postage affixed
        thereto or other delivery charge paid or otherwise provided for. Actual receipt
        of notice shall not be required to effect notice hereunder. Each party shall
        promptly notify each other of any change of address.

      


      15. Governing
        Law; Construction.
        The
        substantive laws of the State of Nevada shall govern the interpretation and
        enforcement of this Agreement. This Agreement is intended to express the
        mutual
        intent of the parties hereto, irrespective of the party preparing or causing
        the
        preparation of any document, and no rule of construction shall be applied
        against any party. Except as otherwise provided herein, this Agreement shall
        be
        binding upon and shall inure to the benefit of the parties, their heirs,
        successors, and assigns.

      


      16. Modification
        and Waiver.
        No
        provision of this Agreement shall be amended, waived, or modified except
        by an
        instrument in writing signed by all of the parties hereto who have executed
        this
        Agreement or a counterpart hereof.

      


      17. Materiality.
        All
        covenants, agreements, representations, and warranties made herein shall
        be
        deemed to be material and to have been relied on by the parties in entering
        into
        this Agreement and shall survive the execution and delivery of this
        Agreement.

      


      18. Headings.
        All
        sections and descriptive headings of sections and subsections in this Agreement
        are inserted for convenience only and shall not affect the construction or
        interpretation hereof.

      


      19. Integration.
        This
        Agreement constitutes and embodies the full and complete understanding and
        agreement of the parties hereto and supersedes all prior understandings,
        whether
        oral or written. No representation, promise, inducement, or statement of
        intention has been made by any party hereto which is not embodied in this
        Agreement, and no party hereto shall be bound by or liable for any alleged
        misrepresentation, promise, inducement, or statement of intention not so
        set
        forth.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      20. Time
        of the Essence.
        Time is
        of the essence in all matters associated with this Agreement.

      


      21. Assignability.
        Except
        upon a merger, sale or transfer of Shares in accordance with Section 4 hereof,
        no party shall assign this Agreement or any part hereof or rights hereunder
        without the prior written consent of a majority in interest of the Stockholders.
        Any assignment in violation of this paragraph shall be null and void and
        vest no
        rights in the purported assignee.

      


      22. Meetings
        of Stockholders; Notice.
        Whenever this Agreement requires or allows the vote of Stockholders on any
        matter other than a matter to be voted on at a Company Stockholders Meeting,
        as
        described in Section 2.B, or as provided in Section 11 hereof in connection
        with
        the removal and replacement of Proxy, a meeting may be called by any Stockholder
        for the purpose of voting on such matter. Such meeting shall require seven
        (7)
        days advance written notice to all Stockholders. Action on any such matter
        may
        also be taken by written consent in accordance with the third to last sentence
        of Section 2.A hereof.

      


      23. Indulgences
        Not Waivers.
        Neither
        the failure nor any delay on the part of any party to exercise any right,
        remedy, power, or privilege under this Agreement shall operate as a waiver
        thereof, nor shall any single or partial exercise of any right, remedy, power,
        or privilege preclude any other or further exercise of the same or of any
        other
        right, remedy, power, or privilege, nor shall any waiver of any right, remedy,
        power, or privilege with respect to any occurrence be construed as a waiver
        of
        such right, remedy, power, or privilege with respect to any other
        occurrence.

      


      24. Additional
        Instruments and Acts.
        The
        parties to this Agreement shall execute (with acknowledgment or in affidavit
        form, if required) any further or additional instruments, and shall perform
        any
        acts, which are or may become necessary to effectuate and carry out the purposes
        of this Agreement or as may be required by law.

      


      25. Interpretation.
        In this
        Agreement the singular includes the plural, and the plural the singular;
        words
        importing any gender include the other genders; references to “writing” include
        printing, typing, lithography, and other means of reproducing words in a
        tangible visible form.

      


      26. Enforcement;
        Attorneys’ Fees.
        Should
        any proceeding be commenced or dispute arise between the parties hereto
        concerning the terms of this Agreement, or the rights and duties of the parties
        hereto, the prevailing party in such proceeding or dispute shall be entitled,
        in
        addition to such other relief as may be granted, to a reasonable sum as and
        for
        the prevailing party’s attorneys’ fees.

      


      27. Remedies.
        In the
        event of a breach of this Agreement or any term hereof by any party hereto,
        each
        Stockholder shall have all rights and remedies available at law, in equity,
        or
        under the terms of this Agreement, including, without limitation, the right
        to
        seek injunctive relief and specific performance of any party’s obligations
        hereunder. All rights and remedies of the Stockholders shall be cumulative
        and
        the exercise of any right or remedy by any Stockholder shall not be deemed
        a
        waiver, relinquishment, or abandonment of any other right or remedy, and
        shall
        not affect or limit in any way the future assertion of the same, or any other
        right or remedy.

      


      



      
        
          
             

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      28. Authority.
        By
        execution of this Agreement, the signatories hereto represent and warrant
        their
        authority to act in the capacity represented. By execution of this Agreement
        each party represents and warrants its right, power, and authority to perform
        its obligations under this Agreement.

      


      29. Counterparts;
        Effectiveness.
        This
        Agreement may be executed in several counterparts, and all so executed shall
        constitute one agreement, binding among the parties hereto who have executed
        a
        counterpart hereof.

      


      30. Severability;
        Invalid Provision.
        To the
        extent that any provision of this Agreement is determined to be invalid,
        illegal, or otherwise unenforceable as to any Stockholder, such determination
        shall have no effect upon the remaining provisions of this Agreement or upon
        the
        duties and obligations of the other Stockholders. Further, in lieu of each
        such
        invalid, illegal, or unenforceable provision, a valid, legal, and enforceable
        provision as similar in terms to such invalid, illegal, or unenforceable
        provision shall be automatically added to this Agreement and this Agreement
        shall be deemed reformed so as to incorporate such substitute provision.
        Additionally, to the extent any Stockholder is an employee benefit plan subject
        to ERISA, or other laws, rules, or regulations render any Section (or any
        provision of any Section) invalid, illegal, or unenforceable, as to such
        Stockholder, such determination shall have no effect upon the remaining
        provisions of this Agreement or upon the duties or obligations of the other
        Stockholders.

      


      IN
        WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the
        date
        set forth beside their signature.

      


       


       

      Name
        & Sig.                 Date
        of  

      of
        Stockholders               Execution  

       

      


      Edward
        J.
        Shoen,                June
        30,2006

      an
        individual 

      and
        as
        Trustee of MVS 028 Trust

      Suite
        1100

      2727
        N.
        Central

      Phoenix,
        AZ 85004

      


      


      /s/Edward
        J. Shoen

      Edward
        J.
        Shoen

      


      


      


      


      Mark
        V.
        Shoen                 June
        30,2006

      an
        individual

      and
        as
        Trustee of EJS 028 Trust

      Suite
        1100

      2727
        N.
        Central

      Phoenix,
        AZ 85004

      


      /s/Mark
        V. Shoen

      Mark
        V.
        Shoen

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      James
        P.
        Shoen,                 June
        30,2006

      an
        individual

      Suite
        100

      1325
        Airmotive Way 

      Reno,
        NV
        89502

      


      /s/James
        P. Shoen

      James
        P.
        Shoen

      


      JPS
        Partners LTD               June
        30, 2006

      A
        Limited
        Partnership

      


      /s/James
        P. Shoen

      James
        P.
        Shoen

      General
        Partner

      


      Rosmarie
        T. Donovan, Trustee,

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Rose S.Shoen

      


      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Sarah K.Shoen

      


      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Ann M. Shoen

      


      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Mary C.Shoen

       

      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo James P.Shoen II

       

      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Mark
        V.
        Shoen as President of

      Blackwater
        Investments, Inc.

      


      /s/Mark
        V. Shoen

      Mark
        V.
        Shoen, President

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Southwest
        Fiduciary, Inc.           June
        30, 2006

      an
        Arizona Corporation,

      Trustee
        under that "C"

      Irrevocable
        Trust

      dated
        December 20, 1982

      (Mark
        V.
        Shoen, Grantor)

      


      


      


      By
        /s/Greg Dovico

      Its
        President

      


      Southwest
        Fiduciary, Inc.         June
        30,
        2006

      an
        Arizona Corporation,

      Trustee
        under that "C"

      Irrevocable
        Trust

      dated
        December 20, 1982

      (James
        P.
        Shoen, Grantor)

      


      


      By
        /s/Greg Dovico

      Its
        President

      


      


      


      Southwest
        Fiduciary, Inc.         June
        30, 2006


      an
        Arizona Corporation,

      Trustee
        under that "C"

      Irrevocable
        Trust

      dated
        December 20, 1982

      (Edward
        J. Shoen, Grantor)

      


      


      


      By
        /s/Greg Dovico

      Its
        President

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Exhibit
        A

      AMERCO

      


      PROXY

      


      (Including
        Power of Attorney)

      


      The
        undersigned stockholder of AMERCO, a Nevada corporation, does hereby appoint
        James P. Shoen agent and proxy of the undersigned, with full power of
        substitution and with full power to act as true and lawful attorney in fact,
        to
        vote, in accordance with the terms and conditions of that certain Stockholder
        Agreement dated as of June 30, 2006 (the “Stockholder Agreement”), at any
        meeting of the stockholders of AMERCO and upon all business as may properly
        come
        before the meeting, in the name and place as proxy of the undersigned and
        with
        all the powers which the undersigned would possess if personally present,
        all of
        the stock of AMERCO standing in the name of the undersigned or which the
        undersigned would be entitled to vote if personally present. James P. Shoen
        may
        exercise the rights granted under this proxy either in person at any meeting
        of
        the stockholders of AMERCO or by signing a proxy on behalf of the undersigned.
        This proxy shall be valid and irrevocable until July 1, 2007 or until
        termination of the Stockholder Agreement in accordance with the terms thereof,
        whichever occurs first.

      


      Dated: As
        of
        June 30, 2006

      


      


      Name
        & Sig.                   Date
        of  

      of
        Stockholders               Execution  

       

      


      Edward
        J.
        Shoen,                 June
        30,2006

      an
        individual 

      and
        as
        Trustee of MVS 028 Trust

      Suite
        1100

      2727
        N.
        Central

      Phoenix,
        AZ 85004

      


      


      /s/Edward
        J. Shoen

      Edward
        J.
        Shoen

      


      


      


      Mark
        V.
        Shoen                     June
        30,2006

      an
        individual

      and
        as
        Trustee of EJS 028 Trust

      Suite
        1100

      2727
        N.
        Central

      Phoenix,
        AZ 85004

      


      


      /s/Mark
        V. Shoen

      Mark
        V.
        Shoen

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      James
        P.
        Shoen,                   June
        30,2006

      an
        individual

      Suite
        100

      1325
        Airmotive Way 

      Reno,
        NV
        89502

      


      /s/James
        P. Shoen

      James
        P.
        Shoen

      


      JPS
        Partners LTD                 June
        30,
        2006

      A
        Limited
        Partnership

      


      


      /s/James
        P. Shoen

      James
        P.
        Shoen

      General
        Partner

      


      Rosmarie
        T. Donovan, Trustee,

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Rose S.Shoen

      


      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Sarah K.Shoen

      


      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Ann M. Shoen

      


      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo Mary C.Shoen

       

      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      Shoen
        Irrevocable Trust, dated November 2, 1998, fbo James P.Shoen II

       

      /s/Rosmarie
        T. Donovan

      Rosmarie
        T. Donovan, Trustee

      


      


      Mark
        V.
        Shoen as President of

      Blackwater
        Investments, Inc.

      


      


      /s/Mark
        V. Shoen

      Mark
        V.
        Shoen, President

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Southwest
        Fiduciary, Inc.            
June
        30,
        2006

      an
        Arizona Corporation,

      Trustee
        under that "C"

      Irrevocable
        Trust

      dated
        December 20, 1982

      (Mark
        V.
        Shoen, Grantor)

      


      


      


      By/s/Greg
        Dovico

      Its
        President

      


      Southwest
        Fiduciary, Inc.            June
        30, 2006

      an
        Arizona Corporation,

      Trustee
        under that "C"

      Irrevocable
        Trust

      dated
        December 20, 1982

      (James
        P.
        Shoen, Grantor)

      


      


      By/s/Greg
        Dovico

      Its
        President

      


      


      


      Southwest
        Fiduciary, Inc.            
June
        30, 2006


      an
        Arizona Corporation,

      Trustee
        under that "C"

      Irrevocable
        Trust

      dated
        December 20, 1982

      (Edward
        J. Shoen, Grantor)

      


      


      


      By
        /s/Greg Dovico

      Its
        President