INTERCREDITOR AGREEMENT

Intercreditor Agreement

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AMERCO /NV/ | WELLS FARGO BANK, N.A., | WELLS FARGO FOOTHILL, INC.,

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Title: INTERCREDITOR AGREEMENT
Governing Law: New York Date: 3/26/2004
Industry: Rental and Leasing Sector: Services

INTERCREDITOR AGREEMENT, Parties: amerco /nv/ , wells fargo bank n.a. , wells fargo foothill inc.

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INTERCREDITOR AGREEMENT

dated as of March 1, 2004

by and between

WELLS FARGO BANK, N.A.,

as Note Collateral Agent and Trustee

and

WELLS FARGO FOOTHILL, INC.,

as Loan Agreement Agent

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INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of March 1, 2004 (as

the same may be amended, modified, restated or supplemented from time to time,

this "Agreement"), is by and between: (i) WELLS FARGO BANK, N.A., as "Trustee"

under the Indenture (as defined below) for the benefit of the Holders from time

to time of the Note Obligations (as defined below) (in such capacity, and

together with any successor thereto in such capacity, the "Note Collateral

Agent" or the "Trustee"), and (ii) WELLS FARGO FOOTHILL, INC., as

"Administrative Agent" under the Loan Agreement (as defined below) for the

benefit of the holders from time to time of the Priority Lien Obligations (as

defined below) (in such capacity, and together with any successor thereto in

such capacity, the "Loan Agreement Agent").

RECITALS

WHEREAS, pursuant to that certain Loan and Security Agreement,

dated as of even date herewith, entered into by AMERCO, a Nevada corporation

("AMERCO"), each of its subsidiaries party thereto as "Borrowers" (together with

AMERCO, the "Borrowers" and each a "Borrower"), the Lenders (as defined below)

party thereto and the Loan Agreement Agent (such loan and security agreement, as

amended, restated, modified, supplemented or renewed (the "Loan Agreement") or

as refunded, replaced (whether upon or after termination or otherwise) or

refinanced (including by means of sales of debt securities to institutional

investors) in whole or in part from time to time pursuant to a Permitted

Refinancing, the "Replacement Loan Agreement"), the Borrowers and the Guarantors

(as defined in the Loan Agreement) (collectively, the "Grantors") have entered

into, and may in the future enter into, the Priority Lien Security Documents

pursuant to which the Grantors have granted, or will grant, the Loan Agreement

Agent a first priority security interest in the Collateral; and

WHEREAS, pursuant to that certain Indenture, dated of even

date herewith (as the same may be amended, restated, modified, supplemented,

renewed, refunded, replaced or refinanced from time to time, the "Indenture"),

by and among AMERCO, the Guarantors (as defined in the Indenture) and the Note

Collateral Agent, the Grantors have entered into, or may in the future enter

into, the Note Security Documents pursuant to which the Grantors have granted,

or will grant, the Note Collateral Agent a security interest in the Collateral,

which security interest is subordinate to the security interest of the Priority

Liens; and

WHEREAS, pursuant to Section 11.05 of the Indenture, by

acceptance of its Notes, each Holder has agreed to be bound by this Agreement;

and

WHEREAS, the parties hereto desire to enter into this

Agreement to confirm their relative rights with respect to the Collateral as

provided in this Agreement;

NOW THEREFORE, in consideration of the premises, covenants and

agreements as herein set forth and for other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the parties hereto

hereby agree as follows:

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AGREEMENT

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, the terms listed in this

Article 1 shall have the respective meanings set forth in this Article 1:

"Affiliate" means, as applied to any Person, any other Person

who, directly or indirectly, controls, is controlled by, or is under common

control with, such Person. For purposes of this definition, "control" means the

possession, directly or indirectly, of the power to direct the management and

policies of a Person, whether through the ownership of Stock, by contract, or

otherwise.

"Agreement" has the meaning specified in the preamble hereof.

"AMERCO" has the meaning specified in the recitals hereof.

"Bankruptcy Law" means Title 11, U.S. Code or any similar

federal or state law for the relief of debtors.

"Borrowers" and "Borrower" have the respective meanings set

forth in the recitals hereof.

"Business Day" means any day that is not a Saturday, Sunday,

or other day on which banks are authorized or required to close in the State of

California.

"Capital Lease" means a lease that is required to be

capitalized for financial reporting purposes in accordance with GAAP.

"Cash Equivalents" means (a) marketable direct obligations

issued or unconditionally guaranteed by the United States of America or issued

by any agency thereof and backed by the full faith and credit of the United

States of America, in each case maturing within 1 year from the date of

acquisition thereof, (b) marketable direct obligations issued by any state of

the United States of America or any political subdivision of any such state or

any public instrumentality thereof maturing within 1 year from the date of

acquisition thereof and, at the time of acquisition, having one of the 2 highest

ratings obtainable from either Standard & Poor's Rating Group ("S&P") or Moody's

Investors Service, Inc. ("Moody's"), (c) commercial paper maturing no more than

270 days from the date of creation thereof and, at the time of acquisition,

having a rating of at least A-1 from S&P or at least P-1 from Moody's, (d)

certificates of deposit or bankers' acceptances maturing within 1 year from the

date of acquisition thereof issued by any bank organized under the laws of the

United States of America or any state thereof having at the date of acquisition

thereof combined capital and surplus of not less than $250,000,000, (e) demand

deposit accounts maintained with any bank organized under the laws of the United

States of America or any state thereof so long as the amount maintained with any

individual bank is less than or equal to $100,000 and is insured by the Federal

Deposit Insurance Corporation, and (f) investments in money market funds

substantially all of whose assets are invested in the types of assets described

in clauses (a) through (e) above.

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"Collateral" means all present and future properties and

assets of AMERCO or any other Grantor upon which a security interest is granted

to secure the Priority Lien Obligations and/or the Note Obligations pursuant to

the Priority Lien Security Documents and the Note Security Documents,

respectively.

"Credit Bid Rights" means, in respect of any order relating to

a sale of assets in any Insolvency or Liquidation Proceeding, that:

(1) such order grants the Holders of Notes (individually

and in any combination) the right to bid at the sale of such assets and

the right to offset such Holders' claims secured by Note Liens upon

such assets against the purchase price of such assets if:

(a) the bid of such Holders is the highest bid

or otherwise determined by the court to be the best offer at

the sale; and

(b) the bid of such Holders includes a cash

purchase price component payable at the closing of the sale in

an amount that would be sufficient on the date of the closing

of the sale, if such amount were applied to such payment on

such date, to Discharge all unpaid Priority Lien Obligations

(except Unasserted Contingent Obligations) and to satisfy all

liens entitled to priority over the Priority Liens that attach

to the proceeds of the sale, and such order requires or

permits such amount to be so applied; and

(2) such order allows the claims of the Holders of Notes

in such Insolvency or Liquidation Proceeding to the extent required for

the grant of such rights.

"Default" means an event, condition, or default that, with the

giving of notice, the passage of time, or both, would be, as applicable, a Loan

Agreement Event of Default or a Note Event of Default.

"Default Notice" has the meaning specified in Section 3.3(b)

hereof.

"Discharge of the Priority Lien Obligations" means termination

of all commitments to extend credit under the Loan Agreement or the Replacement

Loan Agreement that would constitute Priority Lien Debt, payment in full in cash

of the principal of and interest and premium (if any) on all Priority Lien Debt

(except undrawn letters of credit), discharge or cash collateralization (at the

lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the

aggregate undrawn amount required for release of liens under the terms of the

applicable Priority Lien Document) of all letters of credit outstanding under

any Priority Lien Debt, and payment in full in cash of all other Priority Lien

Obligations (except Unasserted Contingent Obligations) that are outstanding and

unpaid at the time the Priority Lien Debt is paid in full in cash. "Discharge"

and "Discharged" shall have the correlative meaning.

"Enforcement Action" means the exercise of any right or remedy

with respect to any Collateral (including any right of set-off) or the taking of

any action to enforce, collect or realize upon any Collateral, including,

without limitation, the exercise of any right, remedy or action to:

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(1) take possession of or control over any Collateral (other

than the Pledged Collateral);

(2) exercise any collection rights in respect of any

Collateral or retain any proceeds of accounts and other obligations receivable

paid to it directly by any account debtor;

(3) exercise any right of set-off against any property subject

to any Priority Lien;

(4) foreclose upon any Collateral or take or accept any

transfer of title in lieu of foreclosure upon any Collateral;

(5) enforce any claim to the proceeds of insurance upon any

Collateral;

(6) deliver any notice, claim or demand relating to the

Collateral to any Person (including any securities intermediary, depositary bank

or landlord) in the possession or control of any Collateral or acting as bailee,

custodian or agent for any holder of Priority Liens in respect of any

Collateral;

(7) otherwise enforce any remedy available upon default for

the enforcement of any Lien upon the Collateral;

(8) deliver any notice for any of the foregoing purposes or

commence any proceeding for any of the foregoing purposes; or

(9) file, or join in the filing of, any Insolvency or

Liquidation Proceeding or seek relief in any Insolvency or Liquidation

Proceeding permitting it to do any of the foregoing.

"Event of Default" means either a Loan Agreement Event of

Default or a Note Event of Default.

"GAAP" means generally accepted accounting principles as in

effect from time to time in the United States of America, consistently applied.

"Grantors" has the meaning specified in the recitals hereof.

"Guarantee" means a guarantee other than by endorsement of

negotiable instruments for collection in the ordinary course of business, direct

or indirect, in any manner including, without limitation, by way of a pledge of

assets or through letters of credit or reimbursement agreements in respect

thereof, of all or any part of any Indebtedness (whether arising by virtue of

partnership arrangements, or by agreements to keep-well, to purchase assets,

goods, securities or services, to take or pay or to maintain financial statement

conditions or otherwise).

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"Hedge Agreement" means any and all agreements, or documents

now existing or hereafter entered into by any Grantor that provide for an

interest rate, credit, commodity or equity swap, cap, floor, collar, forward

foreign exchange transaction, currency swap, cross currency rate swap, currency

option, or any combination of, or option with respect to, these or similar

transactions, for the purpose of hedging any Grantor's exposure to fluctuations

in interest or exchange rates, loan, credit exchange, security or currency

valuations or commodity prices.

"Holder" means a Person in whose name a Note is registered.

"Indebtedness" means (a) all obligations for borrowed money,

(b) all obligations evidenced by bonds, debentures, notes, or other similar

instruments and all reimbursement or other obligations in respect of letters of

credit, bankers acceptances, interest rate swaps, or other financial products,

liabilities of others secured by a Lien on any asset of a Person or its

Subsidiaries, irrespective of whether such obligation or liability is assumed,

(e) all obligations to pay the deferred purchase price of assets (other than

trade payables incurred in the ordinary course of business and repayable in

accordance with customary trade practices), (f) all obligations under Hedge

Agreements, and (g) any obligation guaranteeing or intended to guarantee

(whether directly or indirectly guaranteed, endorsed, co-made, discounted, or

sold with recourse) any obligation of any other Person that constitutes

Indebtedness under any of clauses (a) through (f) above.

"Indenture" has the meaning specified in the recitals hereof.

"Insolvency or Liquidation Proceeding" means:

(1) any case commenced by or against any Grantor under

any Bankruptcy Law, any other proceeding for the reorganization,

recapitalization or adjustment or marshalling of the assets or

liabilities of any Grantor, any receivership or assignment for the

benefit of creditors relating to any Grantor or any similar case or

proceeding relative to any Grantor or its creditors, as such, in each

case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets

or liabilities or other winding up of or relating to any Grantor, in

each case whether or not voluntary and whether or not involving

bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which

substantially all claims of creditors of any Grantor are determined and

any payment or distribution is or may be made on account of such

claims.

"Lenders" means, at any time, the parties then holding (or

committed to provide) loans, letters of credit or other extensions of credit or

obligations that constitute (or when provided will constitute) Priority Lien

Obligations.

"Lien" means any interest in an asset securing an obligation

owed to, or a claim by, any Person other than the owner of the asset,

irrespective of whether (a) such interest shall be based on the common law,

statute, or contract, (b) such interest shall be recorded or perfected, and (c)

such interest shall be contingent upon the occurrence of some future event or

events or the existence of some future circumstance or circumstances, without

limiting the generality of

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the foregoing, the term "Lien" includes the lien or security interest arising

from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment,

deposit arrangement, security agreement, conditional sale or trust receipt, or

from a lease, consignment, or bailment for security purposes and also including

reservations, exceptions, encroachments, easements, rights-of-way, covenants,

conditions, restrictions, leases, and other title exceptions and encumbrances

affecting estates or interests in real property.

"Loan Agreement" has the meaning specified in the recitals

hereof.

"Loan Agreement Agent" has the meaning specified in the

preamble hereof.

"Loan Agreement Event of Default" has the meaning specified in

Section 8 of the Loan Agreement or, if applicable, the comparable section of the

Replacement Loan Agreement.

"Net Proceeds" means, with respect to any asset disposition by

AMERCO or any other Grantor or any proceeds from casualty insurance received by

AMERCO or any other Grantor or any issuance by AMERCO or any other Grantor of

Stock, the aggregate amount of cash or Cash Equivalents received for such assets

or Stock, net of (a) reasonable and customary transaction costs and expenses,

(b) transfer taxes (including sales and use taxes), (c) amounts payable to

holders of applicable Permitted Liens (as defined in the Loan Agreement or the

Replacement Loan Agreement) to the extent that such Permitted Liens (as defined

in the Loan Agreement or the Replacement Loan Agreement), if any, are senior in

priority to the Priority Liens, (d) an appropriate reserve for income taxes in

accordance with GAAP, and (e) appropriate amounts to be provided as a reserve

against liabilities or otherwise held in escrow in association with any such

disposition, in each case clauses (a) though (e) to the extent the amounts so

deducted are properly attributable to such transaction and payable (or reserved)

by AMERCO or any other Grantor in connection with such disposition or loss or

the issuance of Stock, including, without limitation, reasonable and customary

commissions and underwriting discounts, to a Person that is not an Affiliate of

AMERCO or such other Grantor.

"Note Collateral Agent" has the meaning specified in the

preamble hereof.

"Note Debt" means the $200,000,000 aggregate principal amount

of the Notes issued under the Indenture on the date of the Indenture and all

other Obligations in respect thereof.

"Note Documents" means, collectively, the Indenture, the

Notes, the Note Guarantees, the Note Purchase Agreement, the Registration Rights

Agreement, the Note Security Documents, this Agreement and all agreements

binding on any Grantor related thereto.

"Note Event of Default" has the meaning specified in Section

6.01 of the Indenture.

"Note Guarantees" means, collectively, each Guarantee by a

Grantor (other than AMERCO) of the Note Obligations.

<PAGE>

"Note Lien" means a Lien granted pursuant to a Note Security

Document by any Grantor to the Note Collateral Agent (or any other Holder, or

representative of Holders, of Note Obligations) upon any property or assets of

such Grantor to secure Note Obligations.

"Note Obligations" means Note Debt and all other Obligations

in respect thereof, including, without limitation, any fees, indemnification or

reimbursement obligations owing to the Holders, the Trustee or the Note

Collateral Agent under the Note Documents.

"Note Purchase Agreement" means the Note Purchase Agreement,

dated as of March 1, 2004, among AMERCO, the guarantors party thereto and

certain Holders of Notes.

"Note Security Documents" means the Indenture and one or more

related security agreements, pledge agreements, collateral assignments,

mortgages, collateral agency agreements, control agreements, deeds of trust or

other grants or transfers for security executed and delivered by any Grantor

creating (or purporting to create) a Note Lien upon Collateral in favor of any

Holder or Holders of Note Debt, or any trustee, agent or representative acting

for any such Holder, including, without limitation, the Note Collateral Agent,

as security for any Note Obligations, in each case, as amended, modified,

renewed, restated or replaced, in whole or in part, from time to time, in

accordance with its terms.

"Notes" means the 9.0% Second Lien Senior Secured Notes due

2009.

"Obligations" means:

(1) any principal (including reimbursement obligations

with respect to letters of credit whether or not drawings have been

made thereon), interest (including any interest accruing at the then

applicable rate provided in any applicable Secured Debt Document after

the maturity of the Indebtedness thereunder or during the existence of

an Event of Default and any reimbursement obligations therein and

interest accruing at the then applicable rate provided in any

applicable Secured Debt Document after the filing of any petition in

bankruptcy, or the commencement of any insolvency, reorganization or

like proceeding, whether or not a claim for post-filing or

post-petition interest is allowed in such proceeding), penalties, fees,

indemnifications, reimbursements, damages and other liabilities payable

under the Secured Debt Documents (including any fees and expenses

accruing after the filing of a petition in bankruptcy, or the

commencement of any insolvency, reorganization or like proceeding,

whether or not a claim for post-filing or post-petition interest is

allowed in such proceeding);

(2) the obligation to pay an amount equal to all damages

that a court shall determine any holder of the applicable Secured Debt

has suffered by reason of a breach by the applicable obligor thereunder

of any obligation, covenant or undertaking with respect to any

applicable Secured Debt Document;

(3) any net obligations of the obligor under any

applicable Secured Debt Document to any holder of Secured Debt (or any

representative on its behalf) or any Affiliate thereof under any

interest hedge agreement or foreign exchange agreement; and

<PAGE>

(4) all other "Obligations" (as defined in the Loan

Agreement, the Replacement Loan Agreement and the Indenture, as

applicable).

"Officer" means, with respect to any Person, the Chairman of

the Board, the Chief Executive Officer, the President, the Chief Operating

Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,

the Controller, the Secretary or any Vice-President of such Person.

"Officers' Certificate" means a certificate signed on behalf

of AMERCO by two Officers of AMERCO, one of whom must be the principal executive

officer, the principal financial officer, the treasurer or the principal

accounting officer of AMERCO.

"Opinion of Counsel" means an opinion in a form reasonably

satisfactory to the Trustee from legal counsel who is reasonably acceptable to

the Trustee. The counsel may be an employee of or counsel to AMERCO, any

Subsidiary of AMERCO or the Trustee.

"Permitted Refinancing" means any refinancing of the Priority

Lien Debt provided that: (a) the documents effecting such refinancing do not

directly prohibit the making of payments on the Note Debt; and (b) the senior

lenders party to such Permitted Refinancing become parties to this Agreement or

execute an agreement with the Holders of Note Obligations on substantially

identical terms as this Agreement.

"Person" means any natural person, corporation, limited

liability company, limited partnership, general partnership, limited liability

partnership, joint venture, trust, land trust, business trust, or other

organization, irrespective of whether it is a legal entity, and any government

and agency or political subdivision thereof.

"Pledged Collateral" means any tangible property in the

possession of the Priority Lien Collateral Agent (or its agents or bailees) in

which a security interest is perfected by such possession, including, without

limitation, any investment property, cash collateral account, deposit account,

electronic chattel paper or letter of credit rights or other Collateral as to

which the Priority Lien Collateral Agent (or its agents or bailees) has control

and in which a security interest is perfected by such control. For purposes of

this Agreement, the terms "investment property", "deposit account", "electronic

chattel paper" and "letter of credit rights" shall have the meanings given such

terms in the New York Uniform Commercial Code, as in effect on the date hereof.

"Priority Lien" means a Lien granted pursuant to a Priority

Lien Security Document by any Grantor to Priority Lien Collateral Agent or to

any holder, or representative of holders, of Priority Lien Obligations upon any

property or assets of such Grantor to secure Priority Lien Obligations; and

"Priority Liens" means, collectively, all such Liens.

"Priority Lien Collateral Agent" means the Loan Agreement

Agent or, after all Priority Lien Obligations in respect of the Loan Agreement

have been Discharged, if applicable, the Replacement Loan Agreement Agent.

"Priority Lien Debt" means the principal amount of any

Indebtedness incurred under the Loan Agreement or the Replacement Loan Agreement

and all other Obligations in

<PAGE>

respect thereof, including, without limitation, any such Indebtedness incurred

in any Insolvency or Liquidation Proceeding; provided that the principal amount

of such Indebtedness under the Loan Agreement or the Replacement Loan Agreement

constituting Priority Lien Debt shall at no time exceed $575,000,000 less

mandatory permanent prepayments and permanent reductions in the Revolving

Commitment (as defined in the Loan Agreement or Replacement Loan Agreement) plus

advances made pursuant to the Loan Agreement or Replacement Loan Agreement to

pay expenses of the Lenders (including expenses accruing after the commencement

of any Insolvency or Liquidation Proceeding, whether or not a claim for

post-filing or post-petition expenses is allowed in such proceeding), advances

made to protect or preserve the Collateral, advances made to pay interest

(including interest accruing under Section 2.6(c) of the Loan Agreement or a

comparable section of the Replacement Loan Agreement and interest accruing after

the commencement of any Insolvency or Liquidation Proceeding, whether or not a

claim for post-filing or post-petition interest is allowed in such proceeding)

and advances made pursuant to the Loan Agreement or the Replacement Loan

Agreement to pay fees under the Loan Agreement or the Replacement Loan Agreement

(including fees accruing after the commencement of any Insolvency or Liquidation

Proceeding, whether or not a claim for post-filing or post-petition fees are

allowed in such proceeding).

"Priority Lien Documents" means the Loan Agreement or the

Replacement Loan Agreement and the Priority Lien Security Documents and all

other agreements governing, securing or relating to any Priority Lien

Obligations.

"Priority Lien Obligations" means the Priority Lien Debt and

all other Obligations of any Grantor in respect thereof under the Priority Lien

Documents.

"Priority Lien Security Documents" means the Loan Agreement or

the Replacement Loan Agreement and one or more related security agreements,

pledge agreements, collateral assignments, mortgages, deeds of trust or other

grants or transfers for security executed and delivered by any Grantor creating

(or purporting to create) a Lien upon Collateral in favor of any holder or

holders of Priority Lien Debt, or any trustee, agent or representative acting

for any such holders, including, without limitation, the Priority Lien

Collateral Agent, as security for any Priority Lien Obligations, in each case,

as amended, modified, renewed, restated or replaced in whole or in part, from

time to time, in accordance with its terms.

"Registration Rights Agreement" means the Registration Rights

Agreement dated as of March 1, 2004 between AMERCO and certain Holders of Notes

party thereto.

"Replacement Loan Agreement" has the meaning specified in the

recitals hereto.

"Replacement Loan Agreement Agent" means the Person who

becomes the "Administrative Agent" under any loan agreement entered into

pursuant to a Permitted Refinancing.

"Secured Debt" means Note Debt and Priority Lien Debt.

"Secured Debt Document" means the Note Documents and the

Priority Lien Documents.

<PAGE>

"Standstill Period" means a period of time commencing on the

date of delivery of a Default Notice and ending on the earlier of:

(1) the date 180 days following the date of such Default

Notice or, if there has occurred a Standstill Period

or Standstill Periods within the immediately

preceding 365 day period, the date 180 days (less the

number of days in the portion of any Standstill

Period occurring during the immediately preceding 365

day period) following the date of such Default

Notice, or

(2) the date the Note Event of Default which is the

subject of such Default Notice has been cured or

waived in writing by the Trustee or the Holders.

"Stock" means all shares, options, warrants, interests,

participations, or other equivalents (regardless of how designated) of or in a

Person, whether voting or nonvoting, including common stock, preferred stock, or

any other "equity security" (as such term is defined in Rule 3a11-1 of the

General Rules and Regulations promulgated by the United States Securities and

Exchange Commission (and any successor thereto) under the Securities Exchange

Act of 1934, as in effect from time to time).

"Subsidiary" of a Person means a corporation, partnership,

limited liability company, or other entity in which that Person directly or

indirectly owns or controls the shares of Stock having ordinary voting power to

elect a majority of the board of directors (or appoint other comparable

managers) of such corporation, partnership, limited liability company, or other

entity; provided, however, that, except for purposes of Section 3.8 hereof, the

following entities shall not be deemed to be Subsidiaries of any Grantor

hereunder: (1) Private Mini Storage Realty, L.P., a Texas limited partnership;

(2) PM Preferred Properties, L.P., a Texas limited partnership; (3) SAC Holding

Corporation, a Nevada corporation, SAC Holding II Corporation, a Nevada

corporation, Montreal Holding Corporation, a Nevada corporation, and each of

their respective subsidiaries, whether now existing or hereafter formed; (4)

Self-Storage International Holding Corporation, a Nevada corporation, and any

subsidiary thereof, whether now existing or hereafter formed; (5) Republic

Western Insurance Company, an Arizona corporation, and each of its subsidiaries;

(6) Oxford Life Insurance Company, an Arizona corporation, and each of its

subsidiaries; (7) Storage Realty, L.L.C., a Texas limited liability company; (8)

INW Company, a Washington corporation; (9) EJOS, Inc., an Arizona corporation;

(10) Japal, Inc., a Nevada corporation; (11) M.V.S., Inc., a Nevada corporation;

(12) Pafran, Inc., a Nevada corporation; (13) Sophmar, Inc., a Nevada

corporation; (14) Picacho Peak Investments Co., a Nevada corporation; and (15)

any subsidiary of AMERCO formed under the laws of a jurisdiction outside of the

United States and Canada.

"Trustee" has the meaning specified in the recitals hereof.

"Unassorted Contingent Obligations" means, at any time,

Obligations for taxes, costs, indemnifications, reimbursements, damages and

other liabilities (except (i) the principal of and interest and premium (if any)

on, and fees relating to, any Indebtedness, (ii) contingent obligations to

reimburse the issuer of an outstanding letter of credit for amounts that may be

drawn or paid thereunder and (iii) any such contingent claims or demands as to

which the

<PAGE>

Priority Lien Collateral Agent or any holder of Priority Lien Obligations has

then notified AMERCO) in respect of which no claim or demand for payment has

been made at such time.

ARTICLE 2.

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Note Collateral Agent.

The Note Collateral Agent represents, warrants, acknowledges and agrees on

behalf of itself and any Holders of the Note Obligations on the date hereof that

(1) it is authorized to enter into this Agreement on behalf of itself and each

Holder of Note Obligations, (2) it has the corporate power and authority and the

legal right to execute and deliver and perform its obligations under this

Agreement and has taken all necessary corporate action to authorize its

execution, delivery and performance of this Agreement, and (3) this Agreement

constitutes a legal, valid and binding obligation of the Note Collateral Agent.

Section 2.2 Representations and Warranties of Loan Agreement Agent. The

Loan Agreement Agent represents, warrants, acknowledges and agrees on behalf of

itself and the Lenders under the Loan Agreement on the date hereof that (1) it

is authorized to enter into this Agreement on behalf of itself and such Lenders,

(2) it has the corporate power and authority and the legal right to execute and

deliver and perform its obligations under this Agreement and has taken all

necessary corporate action to authorize its execution, delivery and performance

of this Agreement, and (3) this Agreement constitutes a legal, valid and binding

obligation of the Loan Agreement Agent.

ARTICLE 3.

INTERCREDITOR RELATIONS

Section 3.1 Agreement for the Benefit of Holders of Priority Liens. The

Trustee and the Note Collateral Agent agree, and each Holder of Notes by

accepting a Note agrees, that, so long as any Priority Lien Obligations exist

that have not been Discharged, (1) the Note Liens are, to the extent and in the

manner provided in this Article 3, junior and subordinate in ranking to all

Priority Liens, whenever granted or attaching, upon any present or future

Collateral, (2) the Priority Liens, whenever granted or attaching, upon any

present or future Collateral, will be prior and senior to the Note Liens, (3)

they will not at any time contest the validity, perfection, priority or

enforceability of the Priority Lien Obligations, the Priority Liens or the

Priority Lien Documents or the Liens and security interests of the Priority Lien

Collateral Agent in the Collateral securing the Priority Lien Obligations and

(4) they will not take or assert any Lien on, or security interest in, any

assets of any Grantor or any Affiliate of a Grantor to secure the Note

Obligations unless the Priority Lien Collateral Agent also has a superior Lien

on, and security interest in, such assets to secure the Priority Lien

Obligations.

Section 3.2 Ranking. Notwithstanding (a) anything to the contrary

contained in the Note Security Documents, (b) the time of incurrence of any

Secured Debt, (c) the time, order or method of attachment of the Note Liens or

the Priority Liens, (d) the time or order of filing or recording of financing

statements or other documents filed or recorded to perfect any Lien upon any

Collateral, (e) the time of taking possession or control over any Collateral,

(f) the rules for determining priority under the Uniform Commercial Code or any

other law governing relative

<PAGE>

priorities of secured creditors, (g) that any Priority Lien may not have been

perfected, (h) that any Priority Lien may be or have become subordinated, by

equitable subordination or otherwise, to any other Lien, or (i) any other

circumstance of any kind or nature whatsoever, whether similar or dissimilar to

any of the foregoing, so long as any Priority Lien Obligations exist that have

not been Discharged, the Note Liens will in all circumstances be junior and

subordinate in ranking to all Priority Liens, whenever granted, upon any present

or future Collateral, and the Priority Liens, whenever granted, upon any present

or future Collateral to the extent the Priority Liens secure the Priority Lien

Obligations will be prior and superior to the Note Liens.

Section 3.3 Restriction on Enforcement of Note Liens.

(a) Subject to clauses (1) through (4) below, Section

3.3(b) and Section 3.14, so long as any Priority Lien Obligations exist that

have not been Discharged, the holders of Priority Liens will have the exclusive

right to enforce, foreclose, collect or realize upon any Collateral consistent

with the provisions of the Priority Lien Security Documents and applicable law;

provided, however, that, prior to or concurrent with the taking of any such

Enforcement Action, the Priority Lien Collateral Agent shall endeavor to deliver

written notice to the Note Collateral Agent that such Enforcement Action has

been commenced, provided that the Priority Lien Collateral Agent shall have no

liability to the Holders for failure to give any notice which is not otherwise

expressly required by applicable law, and the failure to give any notice to the

Note Collateral Agent or the Holders shall not constitute a default under this

Agreement or render ineffective any provision of this Agreement. The Trustee and

the Holders of Notes will not authorize or instruct the Note Collateral Agent,

and the Note Collateral Agent will not, and will not authorize or direct any

Person acting for it, the Trustee or any Holder of Note Obligations, to take any

Enforcement Action, except that, in any event, any Enforcement Action may be

taken, authorized or instructed by the Note Collateral Agent:

(1) as necessary to perfect, or maintain the

perfection or priority of, a Lien upon any Collateral by any method of

perfection except through possession or control; provided, however,

that, in the event that the Priority Lien Collateral Agent, after

written notice from the Trustee or the Note Collateral Agent to do so,

fails to perfect its Priority Liens against any Collateral for which

possession or control is required in order to perfect such Liens, then

the Note Collateral Agent may take control or possession of such

Collateral in order to perfect its Lien in accordance with applicable

law, provided, further, that the Note Collateral Agent shall also hold

any such Collateral for the benefit of the Priority Lien Collateral

Agent and the Lenders consistent with Article 3 hereof;

(2) as necessary to prove, preserve or protect

(but not enforce) the Note Liens, in each case, subject to the

provisions of the Note Security Documents;

(3) with respect to any filing by any Person of

an Insolvency or Liquidation Proceeding, the filing of any claim in or

the taking of any other action not inconsistent with the express

provisions of this Agreement, required by applicable law with respect

to such Insolvency or Liquidation Proceeding, including filing any

necessary responsive or defensive pleadings in opposition to any

motion, claim, adversary proceeding or other pleadings (i) in order to

prevent any Person (other than the Priority Lien Collateral Agent or

Lenders) from seeking to foreclose on the Collateral or to

<PAGE>

supersede any claim thereto of the Holders of the Note Obligations, the

Trustee or the Note Collateral Agent or (ii) in opposition to any

motion, claim, adversary proceeding or other pleading made by any

Person objecting to or otherwise seeking the disallowance of the claims

of the Holders of the Note Obligations, the Trustee or the Note

Collateral Agent; or

(4) to exercise Credit Bid Rights with respect

to the Note Debt at any sale or foreclosure of Collateral.

(b) If a Note Event of Default has occurred under the

Indenture and the Holders of Note Obligations have accelerated or demanded

payment of the Note Obligations or delivered written notice to AMERCO that a

Note Event of Default based on AMERCO's failure to make a payment of principal

or interest as and when due has occurred and is continuing in accordance with

the terms of the Indenture, the Note Collateral Agent may give the Priority Lien

Collateral Agent written notice (each, a "Default Notice") thereof, specifying

the nature of the Note Event of Default in reasonable detail, and the Priority

Lien Collateral Agent's receipt of which shall commence a Standstill Period as

against the Note Collateral Agent. If the Note Event of Default is continuing at

the expiration of the Standstill Period, and if the Priority Lien Collateral

Agent has not, prior to the expiration of such Standstill Period, notified the

Note Collateral Agent that the Priority Lien Collateral Agent has commenced and

is diligently and in good faith pursuing one or more Enforcement Actions, then

(and only then), upon an additional written notice to the Priority Lien

Collateral Agent, the Note Collateral Agent may, subject to the Lien priority

set forth in this Agreement and prior application of the proceeds of the

Collateral (less the Note Collateral Agent's reasonable expenses, if any, in

obtaining such proceeds) to the Priority Lien Obligations, as provided herein,

take one or more Enforcement Actions.

to the holders of Priority Liens in respect of the foreclosure or other

enforcement of Priority Liens and none of the other rights and remedies of the

holders of Priority Liens and Priority Lien Obligations under the Priority Lien

Documents will be impaired, restricted or affected by this Article 3 or any

actions taken by the holders

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