AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SOVRAN ACQUISITION LIMITED PARTNERSHIP

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Exhibit 3.2

AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
SOVRAN ACQUISITION LIMITED PARTNERSHIP

          THIS AMENDMENT OF THE LIMITED PARTNERSHIP AGREEMENT OF SOVRAN ACQUISITION LIMITED PARTNERSHIP (the “Partnership”), dated as of July 30, 1999, is authorized by SOVRAN HOLDINGS, INC. (the “General Partner”), a Delaware corporation, as the General Partner (the “Amendment”).

          WHEREAS, pursuant to Sections 4.2 and 14.1.B.(3) of the Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), the General Partner desires to amend the Partnership Agreement to authorize Series B Units as set forth below and to issue such Series B Units to Sovran Self Storage, Inc. (“Sovran”) in connection with the issuance of 1,200,000 shares 9.85% Series B Cumulative Redeemable Preferred Stock (the “Preferred Stock”) by Sovran.

          The Partnership Agreement is hereby amended as follows effective July 30, 1999:

          1. Article I of the Partnership Agreement is hereby amended to add the following additional defined term thereto:

“ Series B Units ” shall mean the Units of Partnership Interests issued pursuant to Section 4.2.C. hereof.

          2. Article 4 of the Partnership Agreement is hereby amended to add a new Section 4.2.C. as follows:

The Partnership is authorized to issue Series B Units in connection with the issuance of the Preferred Stock by Sovran. The Partnership shall issue to Sovran Series B Units with the terms as set forth below corresponding to the number of shares of Preferred Stock issued by Sovran and Sovran shall make a Capital Contribution to the Partnership equal to the net amount of proceeds raised in connection with such issuance of the Preferred Stock. The terms of the Series B Units are as follows:

     (1) Designation and Amount . A series of Series B Units is hereby established. The number of authorized units of Series B Units shall be 1,700,000.

     (2) Ranking . In respect of rights to the payment of distributions of Available Cash and the distribution of assets in the event of any liquidation, dissolution or winding up of the Partnership, the Series B Units shall rank senior to the Partnership Units.

     (3) Distribution of Available Cash

          (a) The holders of the outstanding units of Series B Units shall be entitled to receive, when, as and if declared by the General Partner, out of funds legally available for the payment of distributions of Available Cash, cumulative cash distributions of Available Cash at the rate of 9.85% per annum of the $25.00 per unit liquidation preference of the Series B Units (equivalent to an annual rate of $2.4625 per unit). Such distributions of Available Cash shall accrue daily, shall accrue and be cumulative from (but excluding) July 30, 1999 (the “Original Issue Date”) and shall be payable quarterly in arrears in cash on March 31, June 30, September 30 and December 31 (each, a “Distribution Payment Date”) of each year, commencing September 30, 1999; provided that if any Distribution Payment Date is not a Business Day (as hereinafter defined), then the distributions which would otherwise have been payable on such Distribution Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Distribution Payment Date and no interest or additional distribution of Available Cash or other sum shall accrue on the amount so payable for the period from and after such Distribution Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Distribution Payment Date, and each subsequent period from and including a Distribution Payment Date to but excluding the next succeeding Distribution Payment Date, is hereinafter called a “Distribution Period”. Distributions of Available Cash shall be payable to holders of record as they appear in the Partnership Agreement at the close of business on the applicable record date (each, a “Record Date”), which shall be the 15 ^th day of the calendar month in which the applicable Distribution Payment Date falls or such other date designated by the General Partner for the payment of distributions of Available Cash that is not more than 30 nor less than ten days prior to such Distribution Payment Date. The amount of any distribution of Available Cash payable for any Distribution Period, or portion thereof, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The

distributions of Available Cash payable on any Distribution Payment Date or any other date shall include distributions of Available Cash accrued to but excluding such Distribution Payment Date or other date, as the case may be.

     “Business Day” shall mean any day, other than a Saturday or Sunday, that is not a day on which banking institutions in Buffalo, New York are authorized or required by law, regulation or executive order to close. All references herein to “accrued and unpaid” distributions of Available Cash on the Series B Units (and all references of like import) shall include, unless otherwise expressly stated or the context otherwise requires, accumulated distributions of Available Cash, if any, on the Series B Units.

     (b) If any unit of Series B Units is outstanding, no full distributions of Available Cash will be declared or paid or set apart for payment on any Partnership Units unless full cumulative distributions of Available Cash have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Units for all past Distribution Periods and the then current Distribution Period.

     Except as provided in the immediately preceding paragraph, unless full cumulative distributions of Available Cash on the Series B Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Units for all past Distribution Periods and the then current Distribution Period, no distributions of Available Cash shall be declared or paid or set apart for payment nor shall any other distribution be declared or made upon the Partnership Units nor shall any Partnership Units be redeemed, purchased or otherwise acquired for any consideration by the Partnership except for a redemption pursuant to Section 8.6 if the Partnership pays the REIT Shares Amount for such redemption.

     (c) No distributions of Available Cash on the Series B Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default

thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by applicable law.

     Anything in this Section 4.2.C to the contrary notwithstanding, distributions of Available Cash on the Series B Units will accrue and be cumulative from (but excluding) the Original Issue Date whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions of Available Cash and whether or not such distributions of Available Cash is authorized.

     (d) No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions of Available Cash payment or payments on the Series B Units which may be in arrears, and holders of the Series B Units will not be entitled to any distributions of Available Cash, whether payable in cash, securities or other property, in excess of the full cumulative distributions of Available Cash described herein.

     (e) Any distributions of Available Cash payment made on the Series B Units shall first be credited against the earliest accrued but unpaid distributions of Available Cash due with respect to such units.

     (f) No distribution of Available Cash may be paid on the Series B Units if after giving effect to such distribution of Available Cash the Partnership’s total assets would be less than the sum of the Partnership’s total liabilities.

     (4) Liquidation Preference .

     (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, then, before any distribution or payment shall be made to the holders of any Partnership Units, the holders of the Series B Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its Partners liquidating distributions in cash or property at its fair market value as determined by the General Partner in the amount of $25.00 per unit, plus an amount equal to all accrued and unpaid distributions of Available Cash thereon through and including the date of payment.

     (b) After payment to the holders of the Series B Units of the full amount of the liquidating distributions (including accrued and unpaid distributions of Available Cash) to which they are entitled, the holders of Series B Units, as such, shall have no right or claim to any of the remaining assets of the Partnership.

     (c) If liquidating distributions shall have been made in full to all holders of Series B Units, the remaining assets of the Partnership shall be distributed among the holders of Partnership Units according to their respective rights and preferences.

     (d) For purposes of this Section 4.2.C.(4), neither the consolidation or merger of the Partnership with or into any other Partnership, trust or other entity, the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the engagement in a statutory unit exchange by the Partnership, shall be deemed to constitute a liquidation, dissolution or winding up of the Partnership.

     (e) Written notice of any such liquidation, dissolution or winding up of the Partnership stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of Series B Units at the respective address of such holder as the same shall appear on the unit transfer records of the Partnership.

     (5) Redemption .

     (a) The Series B Units are not redeemable prior to July 30, 2004, except as otherwise provided in paragraph (c) of this Section 4.2.C.(5).

     (b) On and after July 30, 2004, the Partnership may, at its option, upon not less than 30 nor more than 60 days’ prior written notice to the holders of record of the Series B Units to be redeemed, redeem the Series B Units, in whole or from time to time in part, for a cash redemption price equal to $25.00 per unit together with (except as provided in Section 4.2.C.(6)(f) below) all accrued and unpaid distributions of Available Cash to the date fixed for redemption (the “Redemption Price”).

     (c) The Series B Units may also be purchased by the Partnership, in whole or from time to time in part, on the terms and subject to the conditions set forth herein, provided, however, that if the General Partner shall call for purchase of any units of Series B Units pursuant to this Section 4.2.C.(5)(c), the purchase price for such units shall be an amount in cash equal to $25.00 per unit together with (except as provided in Section 4.2.C.(6)(f) below) all accrued and unpaid distributions of Available Cash to the date fixed for redemption.

     (d) Any redemption of units of Series B Units pursuant to Section 4.2.C.(5)(b), shall be made in accordance with the applicable provisions set forth in Section 4.2.C.(6) below. Any date fixed for the redemption of units of Series B Units pursuant to Section 4.2.C.(5)(b) is hereinafter called a “Redemption Date”.

     (6) Procedures for Redemption, Limitations on Redemption .

     (a) If fewer than all of the outstanding units of Series B Units are to be redeemed at the option of the General Partner pursuant to Section 4.2.C.(5)(b) above, the number of units to be redeemed will be determined by the General Partner and the units to be so redeemed shall be selected pro rata from the holders of record of such units in proportion to the number of such units held by such holders (as nearly as may be practicable without creating fractional units) or by lot or by any other equitable manner determined by the General Partner.

     (b) Notice of any redemption pursuant to Section 4.2.C.(5)(b) will be mailed by or on behalf of the Partnership, first class postage prepaid, not less than 30 nor more than 60 days prior to the applicable Redemption Date, addressed to each holder of record of units of Series B Units to be redeemed at the address set forth in the unit transfer records of the Partnership. Any notice which has been mailed in the manner provided for in the preceding sentence shall be conclusively presumed to have been duly given on the date mailed whether or not the applicable holder receives such notice. In addition to any information required by law, such notice shall state: (1) the Redemption Date; (2) the Redemption Price; (3) the aggregate number of units of Series B Units to be redeemed; (4) the place or places where certificates for such units are to be surrendered for payment of the Redemption Price; and (5) that distributions of Available Cash on

the units of Series B Units to be redeemed will cease to accrue on such Redemption Date. If fewer than all of the outstanding units of Series B Units are to be redeemed, the notice mailed to each holder of units to be redeemed shall also specify the number of units of Series B Units to be redeemed from such holder. No failure to mail or defect in such mailed notice or in the mailing thereof shall affect the validity of the proceedings for the redemption of any units of Series B Units except as to the holder to whom notice was defective or not given.

     (c) If notice has been mailed in accordance with Section 4.2.C.(6)(b) above and provided that on or before the Redemption Date specified in such notice all funds necessary for such redemption have been irrevocably set aside by the Partnership, separate and apart from its other funds, in trust for the benefit of the holders of the Series B Units so called for redemption, so as to be, and to continue to be, available therefor, then, from and after the Redemption Date, distributions of Available Cash on the units of Series B Units so called for redemption shall cease to accrue, such units shall no longer be deemed to be outstanding, and all rights of the holders thereof as holders of such units (except the right to receive the Redemption Price together with, if applicable, accrued and unpaid distributions of Available Cash thereon to the Redemption Date) shall terminate. In the event any Redemption Date shall not be a Business Day, then payment of the Redemption Price need not be made on such Redemption Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Redemption Date and no interest, additional distributions of Available Cash and other sum shall accrue on the amount payable for the period from and after such Redemption Date to such next succeeding Business Day.

     (d) Upon surrender, in accordance with such notice, of the certificates for any units of Series B Units to be so redeemed (properly endorsed or assigned for transfer, if the Partnership shall so require and the notice shall so state), such units of Series B Units shall be redeemed by the Partnership at the Redemption Price. In case fewer than all the units of Series B Units represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed units of Series B Units without cost to the holder thereof.

     (e) Any deposit of monies with a bank or trust company for the purpose of redeeming Series B Units shall be irrevocable and such monies shall be held in trust for the benefit of the holders of Series B Units entitled thereto, except that (1) the Partnership shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on the monies so deposited in trust; and (2) any balance of the monies so deposited by the Partnership and unclaimed by the holders of the Series B Units entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Partnership and, after any such repayment, the holders of the units entitled to the funds so repaid to the Partnership shall look only to the Partnership for payment without interest or other earnings thereon.

     (f) Anything in this Section 4.2.C to the contrary notwithstanding, the holders of record of units of Series B Units at the close of business on a Record Date will be entitled to receive the distributions of Available Cash payable with respect to such units on the corresponding Distribution Payment Date notwithstanding the redemption of such units after such Record Date and on or prior to such Distribution Payment Date or the Partnership’s default in the payment of the distributions of Available Cash due on such Distribution Payment Date, in which case the amount payable upon redemption of such units of Series B Units will not include such distributions of Available Cash (and the full amount of the distributions of Available Cash payable for the applicable Distribution Period shall instead be paid on such Distribution Payment Date to the holders of record on such Record Date as aforesaid). Except as provided in this Section 4.2.C.(6)(b) and except to the extent that accrued and unpaid distribution of Available Cash are payable as part of the Redemption Price pursuant to Section 4.2.C.(6), the Partnership will make no payment or allowance for unpaid distributions of Available Cash, regardless of whether or not in arrears, on units of Series B Units called for redemption.

     (g) Unless full cumulative distributions of Available Cash on all outstanding units of Series B Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no units of Series B Units shall be redeemed unless all outstanding Series B Units are simultaneously redeemed; provided, however,

that the foregoing shall not prevent the Partnership’s purchase of Series B Units pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding Series B Units. In addition, unless full cumulative distributions of Available Cash on all outstanding units of Series B Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Partnership shall not purchase or otherwise acquire, directly or indirectly, any Series B Units; provided, however, that the foregoing shall not prevent the Partnership’s purchase of Series B Units pursuant to a purchase or exchange offer made on the terms to holders of all outstanding Series B Units.

     (7) Voting Rights . Except as required by law, the holders of the Series B Units shall not have any voting rights.

     (8) Conversion . The Series B Units are not convertible into or exchangeable for any other property or securities of the Partnership.

     (9) Preemptive Rights . Series B Units shall have no preemptive rights.

     (10) Status of Redeemed and Reacquired Series B Units . In the event any units of Series B Units shall be redeemed pursuant to Section 4.2.C.(5) and (6) hereof or otherwise reacquired by the Partnership, the units so redeemed or reacquired shall become authorized but unissued units of Series B Units, available for future issuance and reclassification by the Partnership.

     11. Severability . If any preference, right, voting power, restriction, limitation as to distributions of Available Cash, qualification, term or condition of redemption or other term of the Series B Units is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, rights, voting powers, restrictions, limitations as to distributions of Available Cash, qualifications, terms or conditions of redemption and other terms of the

Series B Units which can be given effect without the invalid, unlawful or unenforceable preference, right, voting power, restriction, limitation as to distributions of Available Cash, qualification, term or condition of redemption or other term of the Series B Units shall remain in full force and effect and shall not be deemed dependent upon any other such preference, right, voting power, restriction, limitation as to distributions of Available Cash qualification, term or condition of redemption or other term of the Series B Units unless so expressed herein.

          3. Exhibit A of the Partnership Agreement is amended to read as set forth on the attachment hereto.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 30 ^th day of July, 1999.

General Partner:

SOVRAN HOLDINGS, INC.