THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 16th day of November,
1995, by and between Storage Equities, Inc., a California corporation (the "Company"), and B. Wayne Hughes
A. Executive has been serving as Chief Executive Officer of the Company pursuant to an oral agreement.
B. The Company, together with Public Storage, Inc. and Public Storage Management, Inc. ("PSMI"), are parties
to an Agreement and Plan of Reorganization dated as of June 30, 1995 (the "Basic Agreement") providing for the
merger of PSMI with and into the Company (the "Merger").
C. Following the Merger, the Company desires to continue the employment of Executive, and Executive desires
to continue to be employed, on the terms and conditions set forth in this Agreement.
D. The execution and delivery of this Agreement is a condition to the Company's obligation to consummate the
Merger and other transactions pursuant to the Basic Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Time (as defined in Section 2.3 of the Basic
Agreement) of the Merger, and shall expire on the fifth anniversary thereof. Should the employment of Executive
continue after the expiration of such period, Executive shall be subject to all personnel policies of the Company
then applicable to executives without employment contracts.
The Company hereby agrees to employ Executive, and Executive agrees to serve, as Chief Executive Officer of
the Company, with the power and authority customary for the chief executive officer of a similar corporation and
such other powers and authority as may be prescribed by the Board of Directors or Bylaws of the Company.
Executive also agrees to serve as a member and as Chairman of the Board of Directors of the Company and as a
member of any committee