SUSA PARTNERSHIP LP
EXHIBIT 10.61
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.61
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.61


                              SEVERANCE AGREEMENT

     AGREEMENT effective as of January 1, 2001, by and between Storage USA,
Inc., a Tennessee corporation (the "Company"), and Edwin F. Ansbro (the
"Executive").

                                  WITNESSETH:

     WHEREAS, the Company considers it essential to the best interest of its
stockholders to foster the continuous employment of key management personnel;

     WHEREAS, the Board recognizes that, as is the case with many publicly held
corporations, the possibility of a Change of Control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of the Company's and its
affiliates' management personnel to the detriment of the Company and its
stockholders; and

     WHEREAS, the Board has determined that it is in the best interest of the
Company and its stockholders to enter into this Agreement in order to reinforce
and encourage the continued attention and dedication of Executive to his
assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change of Control.

     NOW, THEREFORE, in consideration of the premises and mutual obligations
hereinafter set forth the parties agree as follows:

1)  Definitions.  For purposes of this Agreement, the following terms shall have
    ------------
    the following definitions:

    a)  "1993 Omnibus Stock Plan" means the Company's 1993 Omnibus Stock Plan,
        as amended.

    b)  "1995 Employee Stock Purchase and Loan Plan" means the Company's 1995
        Employee Stock Purchase and Loan Plan, as amended.

    c)  "1996 Officers' Stock Option Loan Program" means the Company's 1996
        Officers' Stock Option Loan Program, as amended.

    d)  "Additional Amount" means the amount the Company shall pay to the
        Executive in order to indemnify the Executive against all claims,
        losses, damages, penalties, expenses, interest, and Excise Taxes
        (including additional taxes on such Additional Amount) incurred by
        Executive as a result of Executive receiving Change of Control Benefits
        as further described in Section 6 of this Agreement.
                                ---------

    e)  "Arbitrators" means the arbitrators selected to conduct any arbitration
        proceeding in connection with any disputes arising out of or relating to
        this Agreement.
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f)  "Award Period" means any period in which the Company's performance is
    measured in connection with its Shareholder Value Plan.

g)  "Award Plans" mean each and every plan or program in which Executive
    receives compensation in the form of a cash bonus, shares of stock in the
    Company, Partnership Units, or Options, including, without limitation,
    compensation received pursuant to the Company's 1993 Omnibus Stock Plan,
    1995 Employee Stock Purchase and Loan Plan, 1996 Officers' Stock Option Loan
    Program, Shareholder Value Plan, and any other stock option, incentive
    compensation, profit participation, bonus or extra compensation plan that is
    adopted by the Company and in which the Company's executive officers
    generally participate.

h)  "Base Salary" means the annual salary paid to Executive by the Company.

i)  "Benefit Plans" mean each and every health, life, medical, dental,
    disability, insurance and welfare plan maintained by the Company that are
    maintained from time to time by the Company for the benefit of Executive,
    the executives of the Company generally or for the Company's employees
    generally, provided that Executive is eligible to participate in such plan
    under the eligibility provisions thereof that are generally applicable to
    the participants thereof.

j)  "Board" means the Board of Directors of the Company.

k)  "Change of Control" means any of the following events which occur during the
    Term of this Agreement:

    i)   any "person", as that term is used in Section 13(d) and Section
    14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), becomes, is discovered to be, or files a report on Schedule 13D or
    14D-1 (or any successor schedule, form or report) disclosing that such
    person is a beneficial owner (as defined in Rule 13d-3 under the Exchange
    Act or any successor rule or regulation), directly or indirectly, of
    securities of the Company representing 25% or more of the combined voting
    power of the Company's then outstanding securities entitled to vote
    generally in the election of directors, without the approval of the Board of
    the acquisition of such securities by the acquiring person;

    ii)  any "person", as that term is used in Section 13(d) and Section
    14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), becomes, is discovered to be, or files a report on Schedule 13D or
    14D-1 (or any successor schedule, form or report) disclosing that such
    person is a beneficial owner (as defined in Rule 13d-3 under the Exchange
    Act or any successor rule or regulation), directly or indirectly, of
    securities of the Company representing 25% or more of the combined voting
    power of the Company's then outstanding securities entitled to vote
    generally in the election of directors, regardless of whether or not the
    Board shall have approved the acquisition of

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     such securities by the acquiring person; if, at any time within three (3)
     years after the acquisition of such securities, those individuals who
     constituted the Board at the time of the acquisition of such securities
     cease for any reason to constitute at least a majority of the Board of
     Directors of the Company;

     iii)  any "person", as that term is used in Section 13(d) and Section
     14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), becomes, is discovered to be, or files a report on Schedule 13D or
     14D-1 (or any successor schedule, form or report) disclosing that such
     person is a beneficial owner (as defined in Rule 13d-3 under the Exchange
     Act or any successor rule or regulation), directly or indirectly, of
     securities of the Company representing 49.9% or more of the combined voting
     power of the Company's then outstanding securities entitled to vote
     generally in the election of directors, regardless of whether or not the
     Board shall have approved the acquisition of such securities by the
     acquiring person;

     iv)   individuals who, as of the effective date of this Agreement,
     constitute the Board of Directors of the Company cease for any reason to
     constitute at least a majority of the Board of Directors of the Company,
     unless any such change is approved by the vote of at least 80% of the
     members of the Board of Directors of the Company in office immediately
     prior to such cessation;

     v)    the Company is merged, consolidated or reorganized into or with
     another corporation or other legal person, or securities of the Company are
     exchanged for securities of another corporation or other legal person, and
     immediately after such merger, consolidation, reorganization or exchange
     less than 75% of the combined voting power of the then-outstanding
     securities of such corporation or person immediately after such transaction
     are held, directly or indirectly, in the aggregate by the holders of
     securities entitled to vote generally in the election of directors of the
     Company immediately prior to such transaction;

     vi)   the Company in any transaction or series of related transactions,
     sells all or substantially all of its assets to any other corporation or
     other legal person and less than 75% of the combined voting power of the
     then-outstanding securities of such corporation or person immediately after
     such sale or sales are held, directly or indirectly, in the aggregate by
     the holders of securities entitled to vote generally in the election of
     directors of the Company immediately prior to such sale;

     vii)  the Company and its affiliates shall sell or transfer (in a single
     transaction or series of related transactions) to a non-affiliate business
     operations or assets that generated at least two-thirds of the consolidated
     revenues (determined on the basis of the Company's four most recently
     completed fiscal quarters for which reports have been filed under the
     Exchange Act) of the Company and its subsidiaries immediately prior
     thereto;

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<PAGE>

     viii)  the Company files a report or proxy statement with the Securities
     and Exchange Commission pursuant to the Exchange Act disclosing in response
     to Form 8-K (or any successor, form or report or item therein) that a
     change in control of the Company has occurred;

     ix)    the shareholders of the Company approve any plan or proposal for the
     liquidation or dissolution of the Company;

     x)     the Company ceases to be the general partner of the Partnership or
     in any transaction or a series of transactions sells or transfers
     Partnership Units owned by the Company to a third party constituting at
     least 49.9% of the limited partnership interests in the Partnership; or

     xi)    any other transaction or series of related transactions occur that
     have substantially the effect of the transactions specified in any of the
     preceding clauses in this sentence.

l)   "Change of Control Benefits" means the Executive's receipt of the
     Termination Payment or any other payment, benefit or compensation (except
     for the Additional Amount) which the Executive receives or has the right to
     receive from the Company or any of its affiliates as a result of a Change
     of Control Termination.

m)   "Change of Control Termination" means (i) a Termination Without Cause of
     the Executive's employment by the Company, (a) within three (3) months
     prior to a Change of Control and in anticipation of such Change of Control;
     (b) on the date of the Change of Control; or (c) within two (2) years after
     a Change of Control or (ii) the Executive's resignation for Good Reason on
     or within two (2) years after a Change of Control.

n)   "Code" means the Internal Revenue Code of 1986, as amended.

o)   "Company" means Storage USA, Inc., a Tennessee corporation, and any
     successor to its business and/or assets which assumes and agrees to perform
     this Agreement by operation of law, or otherwise.

p)   "Company Shares" means the shares of common stock of the Company or any
     securities of a successor company which shall have replaced such common
     stock.

q)   "Excess Parachute Payments" has the meaning set forth in section 280G of
     the Code.

r)   "Excise Tax" means a tax on Excess Parachute Payments imposed pursuant to
     Code section 4999.

s)   "Executive" means the person identified in the preamble paragraph of this
     Agreement.

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<PAGE>

t)   "Fair Market Value" means, on any give date, the closing sale price of the
     common stock of the Company on the New York Stock Exchange on such date,
     or, if the New York Stock Exchange shall be closed on such date, the next
     preceding date on which the New York Stock Exchange shall have been open.

u)   "Good Reason" means any of the following:

        i)    a change in the Executive's status, position or responsibilities
        (including reporting relationships and responsibilities) which, in the
        Executive's reasonable judgment and without Executive's consent,
        represents a reduction in or demotion of the Executive's status,
        position or responsibilities as in effect immediately prior to a Change
        of Control; the assignment to the Executive of any duties or
        responsibilities which, in the Executive's reasonable judgment, are
        inconsistent with such status, position or responsibilities; or any
        removal of the Executive from or failure to reappoint or reelect the
        Executive to any of such positions;

        ii)   the relocation of the Company's principal executive offices to a
        location outside a thirty-mile radius of Memphis, Tennessee or the
        Company's requiring the Executive to be based at any place other than a
        location within a thirty-mile radius of Memphis, Tennessee, except for
        reasonably required travel on the Company's business;

        iii)  the failure by the Company to continue to provide the Executive
        with compensation and benefits provided to Executive prior to the Change
        of Control or benefits substantially similar to those provided to the
        Executive under any of the employee benefit plans in which the Executive
        is or becomes a participant, or the taking of any action by the Company
        which would directly or indirectly materially reduce any of such
        benefits or deprive the Executive of any material fringe benefit enjoyed
        by the Executive at the time of the Change of Control;

        iv)   any material breach by the Company of any provision of this
        Agreement; or

        v)    the failure of the Company to obtain an agreement reasonably
        satisfactory to Executive from any successor or assign of the Company to
        assume and agree to perform this Agreement.

v)   "Option(s)" means any options issued pursuant to the Company's 1993 Omnibus
     Stock Plan, or any other stock option plan adopted by the Company, any
     option granted with respect to Partnership Units, or any option granted
     under the plan of any successor company that replaces or assumes the
     Company's or the Partnership's options.

w)   "Partnership" means SUSA Partnership, L.P.

x)   "Partnership Unit(s)" means limited partnership interests of the
     Partnership. The holder has the option of requiring the Company to redeem
     such interests. The Company may

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     elect to effectuate such redemption by either paying cash or exchanging
     Company Shares for such interests.

y)   "Permanent Disability" means a complete physical or mental inability,
     confirmed by a licensed physician, to perform the Executive's duties that
     continues for a period of six (6) consecutive months.

z)   "Plan Loan(s)" means any loan extended by the Company to Executive pursuant
     to the 1995 Employee Stock Purchase and Loan Plan, the 1996 Officers' Stock
     Option Loan Program, or any other similar plan or program adopted by the
     Company during the Term of this Agreement.

aa)  "Restricted Stock" means any restricted stock issued pursuant to the
     Company's 1993 Omnibus Stock Plan, or any other Award Plan adopted by the
     Company, or any restricted stock issued under the plan of any successor
     company that replaces or assumes the Company's grants of restricted stock.

bb)  "Self Storage Business" means the business of acquiring, developing,
     constructing, franchising, owning or operating self-storage facilities.

cc)  "Self Storage Property" means any real estate upon which the Self-Storage
     Business is being conducted.

dd)  "Shareholder Value Plan" means the Company's Shareholder Value Plan, as
     amended.

ee)  "SVU Grant" means the total number of shareholder value units granted to
     the Executive pursuant to the Company's Shareholder Value Plan.

ff)  "SVU Value" means the value of each shareholder value unit based upon
     certain performance measures as set forth in the Company's Shareholder
     Value Plan.

gg)  "Term" has the meaning assigned to it in Section 2 of this Agreement.
                                              ---------

hh)  "Termination Date" means the date employment of Executive is terminated,
     which date shall be the date specified as the Termination Date in the
     Termination Notice, which date shall not be less than thirty nor more than
     sixty days from the date the Termination Notice is given.

ii)  "Termination Notice" means a written notice of termination of employment by
     Executive or the Company.

jj)  "Termination Payment" has the meaning set forth in Section 3(b) of this
                                                        ------------
     Agreement.

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<PAGE>

kk)  "Termination With Cause" means the termination of the Executive's
     employment by the Company for any of the following reasons:

i)   the Executive's conviction for a felony;

ii)  the Executive's theft, embezzlement, misappropriation of or intentional
     infliction of material damage to the Company's property or business
     opportunity; or

iii) the Executive's ongoing willful neglect of or failure to perform his duties
     hereunder or his ongoing willful failure or refusal to follow any
     reasonable, unambiguous duly adopted written direction of the Company that
     is not inconsistent with the Executive's duties, if such willful neglect,
     failure or refusal is materially damaging or materially detrimental to the
     business and operations of the Company; provided that Executive shall have
     received written notice of such failure and shall have continued to engage
     in such failure after 30 days following receipt of such notice from the
     Company, which notice specifically identifies the manner in which the
     Company believes that Executive has engaged in such failure.

For purposes of this subsection, no act, or failure to act, shall be deemed
"willful" unless done, or omitted to be done, by Executive not in good faith,
and without reasonable belief that such action or omission was in the best
interest of the Company.

     ll)  "Termination Without Cause" means the termination of the Executive's
          employment by the Company for any reason other than Termination With
          Cause, or termination by the Company due to Executive's death or
          Permanent Disability.

     mm)  "Uniform Arbitration Act" means the Uniform Arbitration Act, Tennessee
          Code Annotated (S) 29-5-391 et seq., as amended.
                                      -- ----

2)   Term; Termination.
     -----------------

     a)   The term of this Agreement hereunder shall commence on January 1, 2001
          and shall be extended automatically, for so long as the Executive
          remains employed by the Company hereunder, on January 1 of each year
          beginning January 1, 2002 for an additional one year period (such
          period, as it may be extended from time to time, being herein referred
          to as the "Term"), unless, not later than September 30 of the
          preceding year, the Company shall have given notice that it does not
          wish to extend this Agreement; provided, further, if a Change of
          Control of the Company shall have occurred during the original or
          extended term of this Agreement, this Agreement shall automatically
          continue in effect for a period of twenty-four months beyond the month
          in which such Change of Control occurred. This Agreement shall
          automatically terminate upon the termination of Executive's employment
          other than by reason of a Change in Control Termination.

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b)        Any purported termination of employment by Executive or the Company
          (i) within three (3) months prior to a Change of Control; , (ii) on
          the date of the Change of Control; or (iii) within two (2) years after
          a Change of Control shall be communicated by a Termination Notice. The
          Termination Notice shall indicate the specific termination provision
          in this Agreement relied upon and set forth the facts and
          circumstances claimed to provide a basis for termination. If the party
          receiving the Termination Notice notifies the other party prior to the
          Termination Date that a dispute exists concerning the termination, the
          Termination Date shall be extended until the dispute is finally
          determined, either by mutual written agreement of the parties, by a
          binding arbitration award, or by a final judgment, order or decree of
          a court of competent jurisdiction. The Termination Date shall be
          extended by a notice of dispute only if such notice is given in good
          faith and the party giving such notice pursues the resolution of such
          dispute with reasonable diligence. Notwithstanding the pendency of any
          such dispute, the Company will continue to pay Executive his full
          compensation in effect when the notice giving rise to the dispute was
          given and Executive shall continue as a participant in all Award Plans
          and Benefit Plans in which Executive participated when the Termination
          Notice giving rise to the dispute was given, until the dispute is
          finally resolved in accordance with this subsection. Amounts paid
          under this subsection are in addition to all other amounts due under
          this Agreement and shall not be offset against or reduce any other
          amounts due under this Agreement.

3)   Severance Benefit in Connection with a Change of Control Termination.
     ---------------------------------------------------------------------

     a)   In the event of a Change of Control Termination, the Company shall, on
          the Termination Date, pay the Executive in addition to any Base Salary
          earned but not paid through the Termination Date and any amounts due
          pursuant to Award Plans and Benefit Plans including, without
          limitation, the pro rata amount of Executive's anticipated bonus for
          the fiscal year in which Executive is terminated, the compensation and
          benefits set forth in this Section 3.
                                     ---------

     b)   The Company shall pay Executive a Termination Payment which is equal
          to the sum of two (2) times the Executive's annual Base Salary in
          effect on the Termination Date plus two (2) times the amount of the
          highest annual cash bonus paid to the Executive for the previous five
          fiscal years (but not including compensation under the Company's
          Shareholder Value Plan) ("Termination Payment"). The Termination
          Payment shall be calculated and paid immediately prior to the closing
          of the transactions constituting a Change of Control if the Executive
          receives notice prior to the Change of Control that his employment
          will be terminated on or after the Change of Control.

     c)   Executive shall be permitted to participate in, and have all rights
          and benefits provided by, all Benefit Plans which Executive was
          eligible to participate in immediately prior to the Termination Date
          (to the extent such participation is possible under the laws then
          pertaining to such Benefit Plans), for two years following the
          Termination Date. If Executive is no longer eligible to participate in
          one or more of the Benefit Plans because of such termination,
          Executive shall be entitled to, and the Company shall provide to
          Executive at the Company's sole expense, benefits substantially
          equivalent to those

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          Benefit Plans to which Executive was entitled immediately prior to
          such termination for two (2) years after the Termination Date.

     d)   All restrictions upon any Restricted Stock which may have been awarded
          to Executive shall expire and be removed and such Restricted Stock
          shall be fully vested at the Termination Date (unless otherwise
          previously expired and removed and vested pursuant to the terms of any
          Restricted Stock award pursuant to the 1993 Omnibus Stock Plan or any
          other Award Plan), and such Stock shall be delivered to Executive. All
          Options granted to Executive shall become fully vested at the
          Termination Date (unless otherwise previously vested pursuant to the
          1993 Omnibus Stock Plan or any other Award Plan). In lieu of Company
          Shares issuable upon exercise of any outstanding and unexercised
          Options granted to Executive, Executive may, at Executive's option,
          receive an amount in cash equal to the product of (i) the excess of
          the higher of the Fair Market Value of Company Shares on the
          Termination Date, or the highest per share price for Company Shares
          actually paid in connection with any Change of Control of the Company,
          over the per share exercise price of each Option held by Executive,
          times (ii) the number of Company Shares covered by each such Option.
          In the event Executive does not elect to receive a cash payment for
          any outstanding and unexercised Options granted to Executive,
          Executive shall have the right to otherwise exercise such Options in
          accordance with the terms and conditions of the 1993 Omnibus Stock
          Plan or any other applicable Award Plan. This Agreement shall not
          prevent Restricted Stock or Options from vesting pursuant to the terms
          of the 1993

     e)   Omnibus Stock Plan or any other Award Plan or otherwise, at a time
          prior to that provided for herein.

     f)   If Executive has any Plan Loans outstanding to the Company immediately
          prior to the effective date of a Change of Control Termination, the
          Company shall, prior to the effective date of such Change of Control
          Termination discharge and cancel the amount of principal and interest
          due with respect to such Plan Loans which exceeds the Fair Market
          Value of Company Shares securing the Plan Loans. The Executive shall
          pay the Plan Loans in full (less the amount discharged) within ninety
          (90) days following the Termination Date, and shall have the option of
          repaying all amounts due with respect to the Plan Loans by the
          transfer of the Company Shares securing the Plan Loans, or by the
          payment, in cash, of the amounts due with respect to the Plan Loans.
          Except as otherwise set forth herein, Executive shall remain subject
          to all terms and conditions set forth in the Loan Agreements and
          Promissory Notes until the Plan Loans are paid in full.

     g)   With respect to Executive's participation in the Company's Shareholder
          Value Plan, the Award Periods in connection with all of Executive's
          outstanding SVU Grants shall be accelerated such that each Award
          Period is deemed to have ended upon the effective date of a Change of
          Control Termination. At such time, the Company shall pay Executive an
          amount equal to the SVU Value multiplied by the number of Executive's
          outstanding SVU Grants. The SVU Value shall be reduced by 66% for all
          SVU Grants which were granted less than twelve months prior to the
          effective date of a Change of Control Termination and the SVU Value
          shall be reduced by 33% for all SVU Grants which were

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<PAGE>

          granted less than twenty-four months but more than twelve months prior
          to the effective date of a Change of Control Termination. No
          adjustments shall be made to the SVU Value for SVU Grants which were
          granted more than twenty-four months prior to the effective date of
          the Change of Control Termination. All payments made to Executive
          after a Change in Control Termination in connection with outstanding
          SVU Grants shall be made solely in cash.

     h)   The Company shall also pay to Executive all legal fees and expenses
          incurred by Executive as a result of a Change of Control Termination
          (including all such fees and expenses, if any, incurred in contesting
          or disputing any such termination or in seeking to obtain or enforce
          any right or benefit provided by this Agreement or in connection with
          any tax audit or proceeding to the extent attributable to the
          application of Section 4999 of the Code to any payment or benefit
          provided hereunder).

4)   Certain Transactions.  Notwithstanding the provisions of Sections 1(k)(i),
     --------------------                                     ----------------
     (ii), (iii) or (viii), unless otherwise determined in a specific case by
     -----------    ------
     majority vote of the Board, a Change of Control shall not be deemed to have
     occurred for purposes of this Agreement solely because (i) an entity in
     which the Company directly or indirectly beneficially owns 50% or more of
     the voting securities or (ii) any Company-sponsored employee stock
     ownership plan, or any other employee benefit plan of the Company, either
     files or becomes obligated to file a report or a proxy statement under or
     in response to Schedule 13D, Schedule 14D-l, Form 8-K or Schedule 14A (or
     any successor schedule, form or report or item thereon) under the Exchange
     Act, disclosing beneficial ownership by it of shares of stock of the
     Company, or because the Company reports that a Change of Control of the
     Company has or may have occurred or will or may occur in the future by
     reason of such beneficial ownership.

5)   Escrow Arrangement. If within thirty (30) days after the effective date of
     ------------------
     a Change of Control, Executive's employment has not been terminated, the
     Company shall, at the request of Executive, deposit with an escrow agent,
     pursuant to an escrow agreement between the Company and such escrow agent,
     a sum of money, or other property permitted by such escrow agreement, which
     is substantially sufficient in the opinion of the Company's management to
     fund the amounts due to Executive set forth in Section 3 of this Agreement.
                                                    ---------
     The escrow agreement shall provide that such agreement may not be
     terminated until the earlier of (i) Executive's employment has terminated
     and all amounts due to Executive as set forth in this Agreement have been
     paid to Executive or (ii) two (2) years after the effective date of the
     Change of Control.

6)   Tax Matters. If the Excise Tax on Excess Parachute Payments will be imposed
     -----------
     on the Executive under Code section 4999 as a result of the Executive's
     receipt of the Change of Control Benefits, the Company shall indemnify the
     Executive and hold him harmless against all claims, losses, damages,
     penalties, expenses, interest, and Excise Taxes. To effect this
     indemnification, the Company shall pay to the Executive the Additional
     Amount which is sufficient to indemnify and hold the Executive harmless
     from the application of Code sections 280G and 4999, including the amount
     of (i) the Excise Tax that will be imposed on the Executive under section
     4999 of the Code with respect to the Change of Control Benefits; (ii) the
     additional (A) Excise Tax under section 4999 of the Code, (B) hospital
     insurance tax
                                       10
<PAGE>

under section 3111(b) of the Code and (C) federal, state and local income taxes
  for which the Executive is or will be liable on account of the payment of the
  amount described in subitem (i); and (iii) the further excise, hospital
  insurance and income taxes for which the Executive is or will be liable on
  account of the payment of the amount described in subitem (ii) and this
  subitem (iii) and any other indemnification payment under this Section 6. The
                                                                 ---------
  Additional Amount shall be calculated and paid to the Executive at the time
  that the Termination Payment is paid to the Executive. In calculating the
  Additional Amount, the highest marginal rates of federal and applicable state
  and local income taxes applicable to individuals and in effect for the year in
  which the Change of Control occurs shall be used. Nothing in this paragraph
  shall give the Executive the right to receive indemnification from the Company
  for federal, state or local income taxes or hospital insurance taxes payable
  solely as a result of the Executive's receipt of (a) the Change in Control
  Benefits, or (b) any additional payment, benefit or compensation other than
  the Additional Amount. As specified in items (ii) and (iii), above, all
  income, hospital insurance and additional Excise Taxes resulting from
  additional compensation in the form of the Excise Tax payment specified in
  item (i), above, shall be paid to the Executive.

       The provisions of this Section 6 are illustrated by the following
                              ---------
example:

       Assume that the Termination Payment and all other Change of Control
Benefits result in a total federal, state and local income tax and hospital
insurance tax liability of $180,000; and an Excise Tax liability under Code
section 4999 of $70,000. Under such circumstances, the Executive is solely
responsible for the $180,000 income and hospital insurance tax liability; and
the Company must pay to the Executive $70,000, plus an amount necessary to
indemnify the Executive for all federal, state and local income taxes, hospital
insurance taxes, and Excise Taxes that will result from the $70,000 payment to
the Executive and from all further indemnification to the Executive of taxes
attributable to the initial $70,000 payment.

7)   Employment Status. The parties acknowledge and agree that Executive is an
     -----------------
     employee of the Company or of one of its affiliates, not an independent
     contractor. Any payments made to Executive by the Company pursuant to this
     Agreement shall be treated for federal and state payroll tax purposes as
     payments made to a Company employee, irrespective whether such payments are
     made subsequent to the Termination Date.

8)   Noncompetition; Nonsolicitation.  For a period of two (2) years after
     -------------------------------
     Executive receives Change of Control Benefits pursuant to the terms of this
     Agreement, Executive shall not solicit any employee of the Company to leave
     the service of the Company or own any interest in any Self-Storage Property
     (other than any permissible interest acquired while Executive was employed
     by the Company) as partner, shareholder or otherwise; or directly or
     indirectly, for his own account or for the account of others, either as an
     officer, director, promoter, employee, consultant, advisor, agent, manager,
     or in any other capacity, engage in the Self-Storage Business.

       The nonsolicitation provision shall apply to any Company employee during
the period of such Company employee's employment with the Company and for a
period of 30 days after such

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<PAGE>

employee's termination of employment with the Company. The Executive agrees that
damages at law for violation of the restrictive covenant contained herein would
not be an adequate or proper remedy to the Company, and that should the
Executive violate or threaten to violate any of the provisions of such covenant,
the Company, its successors or assigns, shall be entitled to obtain a temporary
or permanent injunction, as appropriate, against the Executive in any court
having jurisdiction over the person and the subject matter, prohibiting any
further violation of any such covenants. The injunctive relief provided herein
shall be in addition to any award of damages, compensatory, exemplary or
otherwise, payable by reason of such violation.

     Furthermore, the Executive acknowledges that this Agreement has been
negotiated at arms' length by the parties, neither being under any compulsion to
enter into this Agreement, and that the foregoing restrictive covenant does not
in any respect inhibit his ability to earn a livelihood in his chosen profession
without violating the restrictive covenant contained herein. The Company by this
Agreement has attempted to limit the Executive's right to compete only to the
extent necessary to protect the Company from unfair competition. The Company
recognizes, however, that reasonable people may differ in making such a
determination. Consequently, the Company agrees that if the scope or
enforceability of the restricted covenant contained herein is in any way
disputed at any time, a court or other trier of fact may modify and enforce the
covenant to the extent that it believes to be reasonable under the circumstances
existing at the time.

9)   Notices.  All notices or deliveries authorized or required pursuant to this
     -------
     Agreement shall be deemed to have been given when in writing and personally
     delivered or when deposited in the U.S. mail, certified, return receipt
     requested, postage prepaid, addressed to the parties at the following
     addresses or to such other addresses as either may designate in writing to
     the other party :

               To the Company:      175 Toyota Plaza
                                    Suite 700
                                    Memphis, TN 38103
                                    Attn: General Counsel

               To the Executive:    Edwin F. Ansbro
                                    124 Poinciana Road
                                    Memphis, TN 38102

10)  Entire Agreement. This Agreement contains the entire understanding between
     -----------------
     the parties hereto with respect to the subject matter hereof and shall not
     be modified in any manner except by instrument in writing signed, by or on
     behalf of, the parties hereto. This Agreement shall be binding upon and
     inure to the benefit of the heirs, successors and assigns of the parties
     hereto.

11)  Arbitration.  Any controversy concerning or claim arising out of or
     -----------
     relating to this Agreement shall be settled by final and binding
     arbitration in Memphis, Shelby County, Tennessee at a location specified by
     the party seeking such arbitration.

                                       12
<PAGE>

a)     The Arbitrators. Any arbitration proceeding shall be conducted by three
       (3) Arbitrators and the decision of the Arbitrators shall be binding on
       all parties. Each Arbitrator shall have substantial experience and expert
       competence in the matters being arbitrated. The party desiring to submit
       any matter relating to this

       Agreement to arbitration shall do so by written notice to the other
       party, which notice shall set forth the items to be arbitrated, such
       party's choice of Arbitrator, and such party's substantive position in
       the arbitration. The party receiving such notice shall, within fifteen
       (15) days after receipt of such notice, appoint an Arbitrator and notify
       the other party of its appointment and of its substantive position. The
       Arbitrators appointed by the parties to the Arbitration shall select an
       additional Arbitrator meeting the aforedescribed criteria. The
       Arbitrators shall be required to render a decision in accordance with the
       procedures set forth in Subparagraph (b) below within thirty (30) days
       after being notified of their selection. The fees of the Arbitrators
       shall be equally divided amongst the parties to the arbitration.

b)     Arbitration Procedures. Arbitration shall be conducted in accordance with
       the Uniform Arbitration Act, except to the extent the provisions of such
       Act are modified by this Agreement or the subsequent mutual agreement of
       the parties. Judgment upon the award rendered by the Arbitrator(s) may be
       entered in any court having jurisdiction thereof. Any party hereto may
       bring an action, including a summary or expedited proceeding, to compel
       arbitration of any controversy or claim to which this provision applies
       in any court having jurisdiction over such action in Shelby County,
       Tennessee, and the parties agree that jurisdiction and venue in Shelby
       County, Tennessee are appropriate and approved by such parties.

12)  Applicable Law. This Agreement shall be governed and construed in
     --------------
     accordance with the laws of the State of Tennessee.

13)  Assignment. The Executive acknowledges that his services are unique and
     ----------
     personal. Accordingly, the Executive may not assign his rights or delegate
     his duties or obligations under this Agreement.

14)  Headings.  Headings in this Agreement are for convenience only and shall
     --------
     not be used to interpret or construe its provisions.

15)  Successors; Binding Agreement.   The Company will require any successor to
     -----------------------------
     all or substantially all of the business and/or assets of the Company to
     expressly assume and agree to perform this Agreement in the same manner and
     to the same extent that the Company would be required to perform it if no
     such succession had taken place. Failure of the Company to obtain such
     assumption and agreement prior to the effectiveness of any such succession
     shall be a beach of this Agreement and shall entitle Executive to
     compensation from the Company in the same amount and on the same terms as
     Executive would be entitled to hereunder if Executive terminates his
     employment for Good Reason on or within three (3) years after a Change of
     Control. The Company's rights and obligations under this Agreement shall
     inure to the benefit of and shall be binding upon the Company's successors
     and assigns.

                                       13
<PAGE>

  IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the date first above written.

                                    STORAGE USA, INC.


                                    By:  /s/ Dean Jernigan
                                        ------------------------------
                                    Name:  Dean Jernigan
                                    Title: Chairman of the Board
                                           And Chief Executive Officer


                                    EXECUTIVE:


                                      /s/ Edwin F. Ansbro
                                    -------------------------
                                    Name: Edwin F. Ansbro

                                       14
</TEXT>
</DOCUMENT>
