FIRST AMENDMENT TO

                                                                    EXHIBIT 10.1


                                 FIRST AMENDMENT

                                       TO

                               SEVERANCE AGREEMENT

         THIS FIRST AMENDMENT (the "Amendment") to the Severance Agreement (the
"Agreement") between Storage USA, Inc. (the "Company") and __________________
("the Executive") dated as of ____________________ is made and entered into as
of the 1st day of August, 2001.

         WHEREAS, the Human Resources Committee of the Board of Directors, at
its meeting of August 1, 2001, concluded that it is in the best interest of the
Company and the Executive to clarify certain provisions of the Severance
Agreement contained in Section 2.a., entitled Term; Termination; and,

         WHEREAS, the parties desire to amend the Agreement to reflect such
clarification.

         NOW THEREFORE, in consideration of the covenants contained herein, and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1. Section 2.a. of the Agreement is hereby amended by deleting in its
         entirety the first sentence of that Section and replacing it with the
         following sentence (changes from the original text are noted by bold
         ITALICIZED script):

                  The term of this Agreement hereunder shall commence on August
                  16, 1999 and shall be extended automatically, for so long as
                  the Executive remains employed by the Company AND/OR ITS
                  SUBSIDIARY(IES) OR AFFILIATE(S) hereunder, on January 1 of
                  each year beginning January 1, 2000 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 (24) months beyond the
                  month in which such Change of Control occurred.

         2. In the event of any conflict between any of the terms of this
         Amendment and the Agreement, the terms and conditions of this Amendment
         shall govern. To the extent not otherwise modified, the Agreement
         remains in full force and effect as written.

Storage USA, Inc.                            Executive:



By: ____________________________             ___________________________________
    Xxxx Xxxxxxxx                            Print Name:  ______________________
    Chairman of the Board,
      Chief Executive Officer and President