Definitive Proxy

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Atq6USEe3uM3dv2xJTPtT+0GjR9/VZ/aiQd2WdsiFC+E9J5pNmSUIkobgEkOUltX bOTSt5DQIx6cX9nDFbyj1A== 0000318380-01-000006.txt : 20010328 0000318380-01-000006.hdr.sgml : 20010328 ACCESSION NUMBER: 0000318380-01-000006 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010510 FILED AS OF DATE: 20010327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-08389 FILM NUMBER: 1580655 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: STE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2349 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 DEF 14A 1 0001.htm DEFINITIVE PROXY STATEMENT Definitive Proxy

                                        SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
                                        THE SECURITIES EXCHANGE ACT OF 1934

     Filed by the registrant  |X|
     Filed by a party other than the registrant  |_|

     Check the appropriate box:

     |_|  Preliminary proxy statement
     |_|  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
     |X|  Definitive proxy statement

     |_|  Definitive additional materials
     |_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                                               PUBLIC STORAGE, INC.
                                               -------------------
                                 (Name of Registrant as Specified in Its Charter)

                                   ---------------------------------------------
                     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

     |X|  No fee required.

     |_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1)    Title of each class of securities to which transaction applies:
                ____________________________________

         (2)    Aggregate number of securities to which transaction applies:
                ____________________________________

         (3)    Per unit price or other underlying value of transaction computed
                pursuant to Exchange Act Rule 0-11.
                ____________________________________

         (4)    Proposed maximum aggregate value of transaction:
                ____________________________________

         (5)    Total fee paid:
                ____________________________________

     |_|  Fee paid previously with preliminary materials.

     |_|  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
          filing for which the offsetting fee was paid previously.  Identify the previous filing by registration
          statement number, or the form or schedule and the date of its filing.

         (1)    Amount previously paid:
                ____________________________________

         (2)    Form, schedule or registration statement no.:
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         (4)    Date filed:
                ____________________________________



   PRELIMINARY COPY

PUBLIC STORAGE, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 10, 2001

The Annual Meeting of Shareholders of Public Storage, Inc., a California corporation (the
"Company"), will be held at the Hilton Glendale, 100 West Glenoaks Boulevard, Glendale, California, on May 10,
2001, at the hour of 1:00 p.m. Los Angeles time, for the following purposes:

1. To elect directors for the ensuing year.

2. To vote upon an amendment to the Certificate of Determination of the Equity Stock, Series A
to extend the date on or after which the Company may redeem the Equity Stock, Series A from
March 31, 2005 to March 31, 2010.

3. To approve the adoption of the Company's 2001 Stock Option and Incentive Plan.

4. To consider and act upon such other matters as may properly come before the meeting or any
adjournment of the meeting.

The Board of Directors has determined that only holders of record of Common Stock and
Depositary Shares ("Depositary Shares") Each Representing 1/1,000 of a Share of Equity Stock, Series A ("Equity
Stock") at the close of business on March 15, 2001 will be entitled to receive notice of, and to vote at, the
meeting or any adjournment of the meeting. Each Depositary Share represents 1/1,000 of a share of Equity Stock,
which has been deposited with Fleet National Bank, as Depositary (the "Depositary").

Please mark your vote on the enclosed Proxy/Instruction Card, then date, sign and promptly mail
the Proxy/Instruction Card in the stamped return envelope included with these materials.

Holders of record of Common Stock and Depositary Shares are cordially invited to attend the
meeting in person. If a holder of Common Stock and/or Depositary Shares does attend and has already signed and
returned the Proxy/Instruction Card, the holder may nevertheless change his or her vote at the meeting, in which
case the holder's Proxy/Instruction Card will be disregarded. Therefore, whether or not you presently intend to
attend the meeting in person, you are urged to mark your vote on the Proxy/Instruction Card, date, sign and
return it.

By Order of the Board of Directors

SARAH HASS, Secretary

Glendale, California
March 27, 2001

PUBLIC STORAGE, INC.

701 Western Avenue
Glendale, California 91201-2349

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

May 10, 2001

GENERAL

This Proxy Statement (first mailed to shareholders on or about April 10, 2001) is furnished in
connection with the solicitation by the Board of Directors of Public Storage, Inc. (the "Company") of proxies for
use at the Company's Annual Meeting of Shareholders to be held at the Hilton Glendale, 100 West Glenoaks
Boulevard, Glendale, California at 1:00 p.m. Los Angeles time on May 10, 2001 or at any adjournment of the
meeting. The purposes of the meeting are: (1) to elect ten directors of the Company; (2) to vote upon an
amendment to the Certificate of Determination of the Equity Stock, Series A to extend the date on or after which
the Company may redeem the Equity Stock, Series A from March 31, 2005 to March 31, 2010; (3) to approve the
adoption of the Company's 2001 Stock Option and Incentive Plan; and (4) to consider such other business as may
properly be brought before the meeting or any adjournment of the meeting.

QUORUM AND VOTING

Record Date and Quorum

Only holders of record of Common Stock and Depositary Shares ("Depositary Shares") Each
Representing 1/1,000 of a Share of Equity Stock, Series A ("Equity Stock") at the close of business on March 15,
2001 (the "Record Date") will be entitled to vote at the meeting, or at any adjournment of the meeting. Each
Depositary Share represents 1/1,000 of one share of Equity Stock. The Equity Stock has been deposited with Fleet
National Bank, as Depositary (the "Depositary"). On the Record Date, the Company had 120,287,574 shares of
Common Stock issued and outstanding (before redemptions of 581,600 shares of Common Stock not reflected in the
transfer agent's records as of the Record Date) and 5,635,602 Depositary Shares, representing 5,635.602 shares of
Equity Stock, issued and outstanding.

The presence at the meeting in person or by proxy of the holders of a majority of the voting
power represented by the outstanding shares of Common Stock and Equity Stock, counted together as a single class,
is necessary to constitute a quorum for the transaction of business.

Voting of Proxy/Instruction Card

If a Proxy/Instruction Card in the accompanying form is properly executed and is received
before the voting, the persons designated as proxies will vote the shares of Common Stock represented thereby, if
any, in the manner specified, and the Depositary will vote the Equity Stock underlying the Depositary Shares
represented thereby, if any, in the manner specified. If no specification is made, the persons designated as
proxies will vote the shares of Common Stock represented by the Proxy/Instruction Card, if any, and the
Depositary will vote the Equity Stock underlying the Depositary Shares represented by the Proxy/Instruction Card,
if any, FOR the election as directors of the nominees named below and for the approval of proposals (2) and (3).
If any nominee becomes unavailable to serve, the persons designated as proxies and the Depositary will vote for
the person, if any, designated by the Board of Directors to replace that nominee. A Proxy/Instruction Card is
revocable by delivering a subsequently signed and dated Proxy/Instruction Card or other written notice to the
Company or the Depositary at any time before the voting. A Proxy/Instruction Card may also be revoked if the
person executing the Proxy/Instruction Card is present at the meeting and chooses to vote in person.

If you participate in the PS 401(k)/Profit Sharing Plan (the "401(k) Plan"), your
Proxy/Instruction Card will also serve as a voting instruction for the trustee of the 401(k) Plan (the "Trustee")
with respect to the amount of shares of Common Stock and/or Depositary Shares credited to your account as of the
Record Date. If you provide voting instructions via your Proxy/Instruction Card with respect to shares in the
401(k) Plan, the Trustee will vote those shares of Common Stock in the manner specified and/or the Trustee will
instruct the Depositary to vote the Equity Stock underlying those Depositary Shares in the manner specified. If
you execute and return the Proxy/Instruction Card without a specific voting instruction with respect to shares in
the 401(k) Plan, the Trustee will vote those shares of Common Stock, and will instruct the Depositary to vote the
Equity Stock underlying those Depositary Shares, FOR the election as directors of the nominees named below and
for the approval of proposals (2) and (3). If a properly executed Proxy/Instruction Card with respect to shares
in the 401(k) Plan is not received by the Trustee, the Trustee will vote those shares of Common Stock at its
discretion and/or the Trustee at its discretion will instruct the Depositary with respect to the voting of the
Equity Stock underlying those Depositary Shares.

Holders of Common Stock and holders of Equity Stock vote together as one class. With respect
to the election of directors, (i) each holder of Common Stock on the Record Date is entitled to cast as many
votes as there are directors to be elected multiplied by the number of shares registered in his name on the
Record Date and (ii) each holder of Equity Stock is entitled to cast as many votes as there are directors to be
elected multiplied by 100 times the number of shares of Equity Stock registered in its name (equivalent to 1/10
the number of Depositary Shares registered in the holder's name). The holder may cumulate his votes for
directors by casting all of his votes for one candidate or by distributing his votes among as many candidates as
he chooses. The ten candidates who receive the most votes will be elected directors of the Company. In voting
upon proposals (2) and (3) and any other proposal that might properly come before the meeting, each outstanding
share of Common Stock entitles the holder to one vote and each outstanding share of Equity Stock entitles the
holder to 100 votes (equivalent to 1/10 of a vote per Depositary Share). The number of votes required to approve
proposals (2) and (3) is set forth in the description of those proposals in this Proxy Statement.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Ten directors, constituting the entire Board of Directors, are to be elected at the Annual
Meeting of Shareholders, to hold office until the next annual meeting and until their successors are elected and
qualified. When the accompanying Proxy/Instruction Card is properly executed and returned before the voting, the
persons designated as proxies and the Trustee will vote the shares of Common Stock represented thereby, if any,
and the Depositary will vote the Equity Stock underlying the Depositary Shares represented thereby, if any, in
the manner indicated on the Proxy/Instruction Card. If any nominee below becomes unavailable for any reason or
if any vacancy on the Company's Board of Directors occurs before the election, the shares of Common Stock and/or
the shares of Equity Stock underlying Depositary Shares represented by a Proxy/Instruction Card voted for that
nominee, will be voted for the person, if any, designated by the Board of Directors to replace the nominee or to
fill the vacancy on the Board. However, the Board of Directors has no reason to believe that any nominee will be
unavailable or that any vacancy on the Board of Directors will occur. The following persons are nominees for
director:

Name Age Director Since

B. Wayne Hughes 67 1980
Harvey Lenkin 64 1991
Marvin M. Lotz 58 1999
B. Wayne Hughes, Jr. 41 1998
Robert J. Abernethy 61 1980
Dann V. Angeloff 65 1980
William C. Baker 67 1991
Thomas J. Barrack, Jr. 53 1998
Uri P. Harkham 52 1993
Daniel C. Staton 48 1999

B. Wayne Hughes has been a director of the Company since its organization in 1980 and was
President and Co-Chief Executive Officer from 1980 until November 1991 when he became Chairman of Board and sole
Chief Executive Officer. Mr. Hughes was Chairman of the Board and Chief Executive Officer from 1990 until March
1998 of Public Storage Properties XI, Inc., which was renamed PS Business Parks, Inc. ("PSBP"), an affiliated
REIT. From 1989-90 until the respective dates of merger, he was Chairman of the Board and Chief Executive
Officer of 18 affiliated REITs that were merged into the Company between September 1994 and May 1998
(collectively, the "Merged Public Storage REITs"). Mr. Hughes has been active in the real estate investment
field for over 30 years. He is the father of B. Wayne Hughes, Jr.

Harvey Lenkin became President and a director of the Company in November 1991. Mr. Lenkin has
been employed by the Company for 23 years. He has been a director of PSBP since March 1998 and was President of
PSBP (formerly Public Storage Properties XI, Inc.) from 1990 until March 1998. Mr. Lenkin was President of the
Merged Public Storage REITs from 1989-90 until the respective dates of merger and was also a director of one of
those REITs, Storage Properties, Inc. ("SPI"), from 1989 until June 1996. He is a member of the Board of
Governors of the National Association of Real Estate Investment Trusts, Inc. (NAREIT).

Marvin M. Lotz became a director of the Company in May 1999. Mr. Lotz has been a Senior Vice
President of the Company since November 1995 and President of the Property Management Division since 1988 with
overall responsibility for the Company's mini-warehouse operations. He had overall responsibility for the
Company's property acquisitions from 1983 until 1988.

B. Wayne Hughes, Jr. became a director of the Company in January 1998. He has been employed by
the Company since 1989 and has been Vice President - Acquisitions of the Company since 1992. Mr. Hughes, Jr. is
involved in the coordination and direction of the Company's acquisition and development activities. He is the
son of B. Wayne Hughes.

Robert J. Abernethy, Chairman of the Audit Committee, has been President of American Standard
Development Company and of Self-Storage Management Company, which develop and operate mini-warehouses, since 1976
and 1977, respectively. Mr. Abernethy has been a director of the Company since its organization. He is a member
of the board of trustees of Johns Hopkins University, a director of Marathon National Bank, a member of the
California State Board of Education and a California Transportation Commissioner. Mr. Abernethy is a former
member of the board of directors of the Los Angeles County Metropolitan Transportation Authority and the
Metropolitan Water District of Southern California and a former Planning Commissioner and Telecommunications
Commissioner and former Vice-Chairman of the Economic Development Commission of the City of Los Angeles.

Dann V. Angeloff has been President of the Angeloff Company, a corporate financial advisory
firm, since 1976. The Angeloff Company has rendered, and is expected to continue to render, financial advisory
and securities brokerage services for the Company. Mr. Angeloff is the general partner of a limited partnership
that owns a mini-warehouse operated by the Company and which secures a note owned by the Company. Mr. Angeloff
has been a director of the Company since its organization. He is a director of AremisSoft Corporation, Balboa
Capital Corporation, Nicholas/Applegate Fund, ReadyPac Produce, Inc., Royce Medical Company and xDimentional
Technologies, Inc. He was a director of SPI from 1989 until June 1996.

William C. Baker, a member of the Audit Committee, became a director of the Company in November
1991. Since 1970, Mr. Baker has been a partner in Baker & Simpson, a private investment entity. From August
1998 through April 2000, he was President and Treasurer of Meditrust Operating Company, a real estate investment
trust. From April 1996 to December 1998, Mr. Baker was Chief Executive Officer of Santa Anita Companies, which
then operated the Santa Anita Racetrack. From April 1993 through May 1995, he was President of Red Robin
International, Inc., an operator and franchisor of casual dining restaurants in the United States and Canada.
From January 1992 through December 1995, Mr. Baker was Chairman and Chief Executive Officer of Carolina
Restaurant Enterprises, Inc., a franchisee of Red Robin International, Inc. From 1991 to 1999, he was Chairman
of the Board of Coast Newport Properties, a real estate brokerage company. From 1976 to 1988, Mr. Baker was a
principal shareholder and Chairman and Chief Executive Officer of Del Taco, Inc., an operator and franchisor of
fast food restaurants in California. He is a director of Callaway Golf Company, Meditrust Operating Company and
Meditrust Corporation.

Thomas J. Barrack, Jr. became a director of the Company in February 1998. Mr. Barrack has been
the Chairman and Chief Executive Officer of Colony Capital, Inc. since September 1991. Colony Capital, Inc. is
one of the largest real estate investors in America, having acquired properties in the U.S., Europe and Asia.
Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack was a principal with the Robert M. Bass
Group, Inc., the principal investment vehicle for Robert M. Bass of Fort Worth, Texas. From 1985 to 1987, Mr.
Barrack was President of Oxford Ventures, Inc., a Canadian-based real estate development company. From 1984 to
1985 he was Senior Vice President at E.F. Hutton Corporate Finance in New York. Mr. Barrack was appointed by
President Ronald Reagan as Deputy Under Secretary at the U.S. Department of the Interior from 1982 to 1983. Mr.
Barrack currently is a director of Continental Airlines, Inc. and Kennedy-Wilson, Inc.

Uri P. Harkham became a director of the Company in March 1993. Mr. Harkham has been the
President and Chief Executive Officer of the Jonathan Martin Fashion Group, which specializes in designing,
manufacturing and marketing women's clothing, since its organization in 1976. Since 1978, Mr. Harkham has been
the Chairman of the Board of Harkham Properties, a real estate firm specializing in buying and managing fashion
warehouses in Los Angeles.

Daniel C. Staton, a member of the Audit Committee, became a director of the Company in March
1999 in connection with the merger of Storage Trust Realty, a real estate investment trust, with the Company.
Mr. Staton was Chairman of the Board of Trustees of Storage Trust Realty from February 1998 until March 1999 and
a Trustee of Storage Trust Realty from November 1994 until March 1999. He is President of Walnut Capital
Partners, an investment and venture capital company. Mr. Staton was the Chief Operating Officer and Executive
Vice President of Duke Realty Investments, Inc. from 1993 to 1997 and a director of Duke Realty Investments, Inc.
from 1993 until August 1999. From 1981 to 1993, Mr. Staton was a principal owner of Duke Associates, the
predecessor of Duke Realty Investments, Inc. Prior to joining Duke Associates in 1981, he was a partner and
general manager of his own moving company, Gateway Van & Storage, Inc. in St. Louis, Missouri. From 1986 to
1988, Mr. Staton served as president of the Greater Cincinnati Chapter of the National Association of Industrial
and Office Parks.

Directors and Committee Meetings

The Board of Directors held seven meetings and the Audit Committee held one meeting during
2000. Each of the directors, except for Thomas J. Barrack, Jr., attended at least 75% of the meetings held by
the Board of Directors or, if a member of a committee of the Board of Directors, held by both the Board of
Directors and all committees of the Board of Directors on which he served, during 2000 (during the period that he
served). The primary functions of the Audit Committee are to meet with the Company's outside auditors, to
conduct a pre-audit review of the audit engagement, to conduct a post-audit review of the results of the audit,
to monitor the adequacy of internal financial controls of the Company, to review the independence of the outside
auditors and to make recommendations to the Board of Directors regarding the appointment and retention of
auditors. The Company does not have a compensation or a nominating committee. During 2000, executive officers
received grants of awards under the Company's 1996 Stock Option and Incentive Plan only with the approval of the
Audit Committee. In March 2001, the Board of Directors appointed an Executive Equity Awards Committee,
consisting of William C. Baker, Chairman, and Daniel C. Staton. If the Company's shareholders approve the 2001
Stock Option and Incentive Plan hereby submitted for approval, executive officers would receive grants of awards
under the 2001 Stock Option and Incentive Plan only with the approval of the Executive Equity Awards Committee.

Security Ownership of Certain Beneficial Owners

The following table sets forth information as of the dates indicated with respect to persons
known to the Company to be the beneficial owners of more than 5% of the outstanding shares of the Common Stock
("Common Shares") or the Depositary Shares:

Depositary Shares Each
Representing 1/1,000 of a
Share of Equity Stock,
Shares of Common Stock Series A
Beneficially Owned Beneficially Owned
Number Percent Number Percent
Name and Address of Shares of Class of Shares of Class

B. Wayne Hughes, B. Wayne Hughes, Jr., Tamara 38,157,815 32.8% 1,292,520 22.9%
Hughes Gustavson, PS Orangeco, Inc., a
California corporation ("PSOI")
701 Western Avenue,
Glendale, California 91201-2349,
PS Insurance Company, Ltd., a
Bermuda corporation ("PSIC")
41 Cedar Avenue
Hamilton, Bermuda (1)

FMR Corp. 8,157,765 7.0% -- --
82 Devonshire Street
Boston, Massachusetts 02109 (2)

- ----------------

(1) This information is as of March 27, 2001. The common stock of PSOI (representing approximately 5% of the
equity) is owned one-third each by B. Wayne Hughes, Tamara Hughes Gustavson (an adult daughter of
B. Wayne Hughes) and B. Wayne Hughes, Jr. (an adult son of B. Wayne Hughes), and the non-voting preferred
stock of PSOI (representing approximately 95% of the equity) is owned by the Company. The stock of PSIC
is owned approximately 45% by B. Wayne Hughes, 47% by Tamara Hughes Gustavson and 8% by B. Wayne Hughes,
Jr. B. Wayne Hughes has voting and dispositive power with respect to 30,777 Common Shares and 1,000
Depositary Shares owned by PSOI, and B. Wayne Hughes and Tamara Hughes Gustavson share voting and
dispositive power with respect to 301,032 Common Shares and 9,783 Depositary Shares owned by PSIC.
B. Wayne Hughes disclaims beneficial ownership of the shares owned by B. Wayne Hughes, Jr. and Tamara
Hughes Gustavson (Tamara Hughes Gustavson beneficially owns an aggregate of 16,759,304 Common Shares and
1,192,882 Depositary Shares (exclusive of the shares owned by PSIC) or approximately 14.4% of the Common
Shares and 21.2% of the Depositary Shares outstanding as of March 27, 2001). Each of the other persons
listed above disclaims beneficial ownership of the shares owned by any other person listed above.

The above table does not include 7,000,000 shares of the Company's Class B Common Stock which are owned
by B. Wayne Hughes, Jr. and Tamara Hughes Gustavson. The Class B Common Stock is convertible into Common
Stock on a share-for-share basis upon satisfaction of certain conditions, but in no event earlier than
January 1, 2003.

(2) This information is as of December 31, 2000 and is based on a Schedule 13G (Amendment No. 7) filed by FMR
Corp. (except that the percent shown in the table is based on the Common Shares outstanding at March 27,
2001). As of December 31, 2000, FMR Corp. beneficially owned 8,157,765 Common Shares. This number
includes 6,774,210 Common Shares beneficially owned by Fidelity Management & Research Company, as a
result of its serving as investment adviser to several investment companies registered under Section 8 of
the Investment Company Act of 1940, and 1,383,555 Common Shares beneficially owned by Fidelity Management
Trust Company, as a result of its serving as investment manager of various institutional accounts. FMR
Corp. has sole voting power with respect to 1,309,355 Common Shares and sole dispositive power with
respect to 8,157,765 Common Shares.

Security Ownership of Management

The following table sets forth information as of March 27, 2001 concerning the beneficial
ownership of the Common Shares and the Depositary Shares of each director of the Company, the Company's Chief
Executive Officer, the four most highly compensated persons who were executive officers of the Company on
December 31, 2000 and all directors and executive officers as a group:

Shares of Common Stock: Depositary Shares Each Representing
Beneficially Owned(1) 1/1,000 of a Share of Equity Stock,
Shares Subject to Options(2) Series A Beneficially Owned
Name Number of Shares Percent Number of Shares Percent

B. Wayne Hughes 20,322,643(1)(3) 17.5% 64,928(1)(3) 1.2%

Harvey Lenkin 85,716(1)(4) * 3,068(1)(4) *
151,332(2) 0.1%
-------- ----
237,048 0.2%

Marvin M. Lotz 74,871(1)(5) * 2,432(1)(5) *
176,332(2) 0.2%
------- ----
251,203 0.2%

B. Wayne Hughes, Jr. 1,075,868(1)(6) 0.9% 34,710(1)(6) 0.6%

Robert J. Abernethy 66,568(1) * 2,108(1) *

14,165(2) *
------ --
80,733 *

Dann V. Angeloff 78,500(1)(7) * -- --
9,165(2) *
------ --
87,665 *

William C. Baker 20,000(1) * 455(1) *
14,165(2) *
------ --
34,165 *

Thomas J. Barrack, Jr. -- -- 8,900(1)(12) 0.2%
16,666(2) *
------ --
16,666 *

Uri P. Harkham 13,376(1)(8) * 555(1)(8) *
6,665(2) *
------ --
20,041 *

Daniel C. Staton 1,458(1) * 47(1) *
20,239(2) *
------ --
21,697 *

Carl B. Phelps 8,910(1)(9) * 605(1)(9) *
84,999(2) *
------ --
93,909 *

David Goldberg 111,713(1)(10) * 4,048(1)(10) *
170,499(2) 0.1%
------- ----
282,212 0.2%

All Directors and Executive 21,977,887(1)(3)(4)(5) 128,542(1)(3)(4)(5)
Officers as a Group (6)(7)(8)(9) (6)(7)(8)(9)
(20 persons) (10)(11) 18.9% (10)(11)(12) 2.3%
1,162,550(2) 1.0%
----------- ------
23,140,437 19.7%

- ---------------
* Less than 0.1%

(1) Common Shares or Depositary Shares, as applicable, beneficially owned as of March 27, 2001. Except as
otherwise indicated and subject to applicable community property and similar statutes, the persons listed
as beneficial owners of the shares have sole voting and investment power with respect to such shares.

(2) Represents vested portion as of March 27, 2001, and portion of which will be vested within 60 days of
March 27, 2001, of Common Shares subject to options granted to the named individuals or the group pursuant
to the Company's stock option and incentive plans.

(3) The 20,322,643 Common Shares include 19,945,983 Common Shares held of record by the B. W. Hughes Living
Trust as to which Mr. Hughes has voting and investment power, 1,427 Common Shares held by a custodian of
an IRA for Mr. Hughes as to which he has investment power, 30,777 Common Shares held of record by PSOI as
to which Mr. Hughes has voting and dispositive power, 301,032 Common Shares held of record by PSIC as to
which Mr. Hughes and Tamara Hughes Gustavson share voting and dispositive power and 43,424 Common Shares
held in the 401(k) Plan.

The 64,928 Depositary Shares include 52,547 Depositary Shares held of record by the B.W. Hughes Living
Trust as to which Mr. Hughes has voting and investment power, 46 Depositary Shares held by a custodian of
an IRA for Mr. Hughes as to which he has investment power, 1,000 Depositary Shares held of record by PSOI
as to which Mr. Hughes has voting and dispositive power, 9,783 Depositary Shares held of record by PSIC as
to which Mr. Hughes and Tamara Hughes Gustavson share voting and dispositive power and 1,552 Depositary
Shares held in the 401(k) Plan.

(4) The 85,716 Common Shares include 1,249 and 734 Common Shares, held by custodians of IRAs for Mr. Lenkin
and Mrs. Lenkin as to which each has investment power, 468 Common Shares held by Mrs. Lenkin, 1,568 Common
Shares held by Mrs. Lenkin as custodian for a son, 107 Common Shares held by a custodian of an IRA for a
son and 24,292 Common Shares held in the 401(k) Plan.

The 3,068 Depositary Shares include 138 and 23 Depositary Shares, held by custodians of IRAs for Mr.
Lenkin and Mrs. Lenkin as to which each has investment power, 38 Depositary Shares held by Mrs. Lenkin,
100 Depositary Shares held by Mrs. Lenkin as custodian for a son, 100 Depositary Shares held by a
custodian of an IRA for a son and 789 Depositary Shares held in the 401(k) Plan.

(5) The 74,871 Common Shares include 17,384 Common Shares held in the 401(k) Plan.

The 2,432 Depositary Shares include 564 Depositary Shares held in the 401(k) Plan.

(6) The 1,075,868 Common Shares include 1,231 and 233 Common Shares, held by custodians of IRAs for Mr.
Hughes, Jr. and Mrs. Hughes, Jr. as to which each has investment power, 344 Common Shares held by Mrs.
Hughes, Jr., 8,506 and 3,390 Common Shares, held by Mr. Hughes, Jr. as custodian for a daughter and a son,
25,692 and 17,890 Common Shares held by Mrs. Hughes, Jr. as custodian for a daughter and a son, 11,348
Common Shares held by Mr. Hughes, Jr. and Tamara Hughes Gustavson - Separate Property and 17,585 Common
Shares held in the 401(k) Plan.

The 34,710 Depositary Shares include 40 and 7 Depositary Shares, held by custodians of IRAs for Mr.
Hughes, Jr. and Mrs. Hughes, Jr. as to which each has investment power, 11 Depositary Shares held by Mrs.
Hughes, Jr., 213 and 96 Depositary Shares, held by Mr. Hughes, Jr. as custodian for a daughter and a son,
772 and 581 Depositary Shares held by Mrs. Hughes, Jr. as custodian for a daughter and a son, 43
Depositary Shares held by Mr. Hughes, Jr. and Tamara Hughes Gustavson - Separate Property and 788
Depositary Shares held in the 401(k) Plan.

(7) The 78,500 Common Shares include 6,000 Common Shares held by a custodian of an IRA for Mr. Angeloff and
70,500 Common Shares held by Mr. Angeloff as trustee of Angeloff Family Trust.

(8) The 13,376 Common Shares include 500 Common Shares held by Harkham Industries, Inc. (dba Jonathan Martin,
Inc.), a corporation wholly owned by Mr. Harkham, 1,500 Common Shares held by Mr. Harkham as trustee of
Uri Harkham Trust, 1,440 Common Shares held by a custodian of an IRA for Mr. Harkham as to which he has
investment power, 4,716, 410, 210 and 600 Common Shares held by Mr. Harkham as custodian for four of his
children and 4,000 Common Shares held by Mr. Harkham as trustee of Harkham Industries Profit Sharing Plan.

The 555 Depositary Shares include 256 Depositary Shares held by Mr. Harkham as trustee of Uri Harkham
Trust, 146 Depositary Shares held by a custodian of an IRA for Mr. Harkham as to which he has investment
power and 153 Depositary Shares held by Mr. Harkham as custodian for a son.

(9) The 8,910 Common Shares include 6,330 Common Shares held by Mr. and Mrs. Phelps as trustee of Phelps
Family Trust, 296, 1,000 and 1,000 Common Shares held by custodians of IRAs for Mr. Phelps and 284 Common
Shares held in the 401(k) Plan.

The 605 Depositary Shares include 205 Depositary Shares held by Mr. and Mrs. Phelps as trustee of Phelps
Family Trust, 9, 32 and 32 Depositary Shares held by custodians of IRAs for Mr. Phelps and 327 Depositary
Shares held in the 401(k) Plan.

(10) The 111,713 Common Shares include 7,199 Common Shares held by a custodian of an IRA for Mr. Goldberg,
4,260 Common Shares held by David Goldberg Profit Sharing Plan and 499 Common Shares held in the 401(k)
Plan.

The 4,048 Depositary Shares include 233 Depositary Shares held by a custodian of an IRA for Mr. Goldberg,
138 Depositary Shares held by David Goldberg Profit Sharing Plan and 652 Depositary Shares held in the
401(k) Plan.

(11) Includes shares held of record or beneficially by members of the immediate family of executive officers
of the Company, shares held by custodians of IRAs for the benefit of executive officers of the Company and
shares credited to the accounts of the executive officers of the Company that are held in the 401(k) Plan.

(12) Shares held of record by Colony PSA, LLC, a limited liability company of which Mr. Barrack is a
controlling member.

The following tables set forth information as of March 27, 2001 concerning the remaining
security ownership of each director of the Company, the Company's Chief Executive Officer, the four most highly
compensated persons who were executive officers of the Company on December 31, 2000 and all directors and
executive officers of the Company as a group:

Shares of Adjustable Rate
Shares of 10% Cumulative Shares of 9.20% Cumulative Cumulative Preferred Stock,
Preferred Stock, Series A Preferred Stock, Series B Series C
Beneficially Owned (1) Beneficially Owned (1) Beneficially Owned (1)
-------------------------- -------------------------- --------------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------
B. Wayne Hughes - - - - - -

Harvey Lenkin - - - - - -

Marvin M. Lotz - - - - - -

B. Wayne Hughes, Jr. - - 400 (1)(3) * - -

Robert J. Abernethy - - 225 (1) * - -

Dann V. Angeloff - - - - - -

William C. Baker - - - - - -

Thomas J. Barrack, Jr. - - - - - -

Uri P. Harkham - - - - - -

Daniel C. Staton - - - - - -

Carl B. Phelps - - - - - -

David Goldberg - - - - 600 (1)(4) *

All Directors and 4,060 (1)(2) 0.2% 4,625 (1)(2)(3) 0.2% 600 (1)(4) *
Executive Officers as
a Group (20 persons)

Shares of 9.50% Cumulative Shares of 10% Cumulative Shares of 9.75% Cumulative
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Beneficially Owned(1) Beneficially Owned (1) Beneficially Owned (1)
-------------------------- -------------------------- --------------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------
B. Wayne Hughes - - - - - -

Harvey Lenkin - - - - - -

Marvin M. Lotz - - - - - -

B. Wayne Hughes, Jr. - - - - - -

Robert J. Abernethy - - - - - -

Dann V. Angeloff - - - - - -

William C. Baker - - - - - -

Thomas J. Barrack, Jr. - - - - - -

Uri P. Harkham - - - - - -

Daniel C. Staton - - - - - -

Carl B. Phelps - - - - - -

David Goldberg - - - - - -

All Directors and 6,800 (1)(2) 0.6% 13,100 (1)(2) 0.6% 8,600 (1)(2) 0.4%
Executive Officers as
a Group (20 persons)

Depositary Shares Depositary Shares
Each Representing 1/1,000 Each Representing 1/1,000
of a Share of 8-7/8% of a Share of 8.45%
Cumulative Preferred Stock, Cumulative Preferred Stock,
Series G Series H Class B Common Stock
Beneficially Owned (1) Beneficially Owned(1) Beneficially Owned(1)
-------------------------- -------------------------- --------------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------
B. Wayne Hughes - - - - - -

Harvey Lenkin - - - - - -

Marvin M. Lotz - - - - - -

B. Wayne Hughes, Jr. - - - - 3,204,758 (1) 45.8%

Robert J. Abernethy - - - - - -

Dann V. Angeloff - - - - - -

William C. Baker - - - - - -

Thomas J. Barrack, Jr. - - - - - -

Uri P. Harkham - - - - - -

Daniel C. Staton - - - - - -

Carl B. Phelps - - - - - -

David Goldberg - - - - - -

All Directors and 8,600 (1)(2) 0.1% 8,000 (1)(2) 0.1% 3,204,758 (1) 45.8%
Executive Officers as
a Group (20 persons)
- -----------------

* Less than 0.1%

(1) Shares of 10% Cumulative Preferred Stock, Series A, 9.20% Cumulative Preferred Stock, Series B,
Adjustable Rate Cumulative Preferred Stock, Series C, 9.50% Cumulative Preferred Stock, Series D, 10%
Cumulative Preferred Stock, Series E, 9.75% Cumulative Preferred Stock, Series F, Depositary Shares, each
representing 1/1,000 of a Share of 8-7/8% Cumulative Preferred Stock, Series G, Depositary Shares, each
representing 1/1,000 of Share of 8.45% Cumulative Preferred Stock, Series H, or Class B Common Stock, as
applicable, beneficially owned as of March 27, 2001. Except as otherwise indicated and subject to
applicable community property and similar statutes, the persons listed as beneficial owners of the shares
have sole voting and investment power with respect to such shares.

(2) Includes shares held of record or beneficially by members of the immediate family of executive officers
of the Company and shares held by custodians of IRAs for the benefit of executive officers of the Company.

(3) Shares held by Mr. Hughes, Jr. and Tamara Hughes Gustavson - Separate Property.

(4) Includes 500 shares held by a custodian of an IRA for Mr. Goldberg and 100 shares held by David Goldberg
Profit Sharing Plan.

As of March 27, 2001, the directors and executive officers of the Company did not own any
shares of the Company's Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative Preferred
Stock, Series I, Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative Preferred Stock,
Series J, Depositary Shares Each Representing 1/1,000 of a Share of 8 1/4% Cumulative Preferred Stock, Series K,
Depositary Shares Each Representing 1/1,000 of a Share of 8 1/4% Cumulative Preferred Stock, Series L, Depositary
Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock, Series M, Depositary Shares Each
Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock, Series Q, Equity Stock, Series AA or Equity
Stock, Series AAA.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and
executive officers, and persons who own more than 10% of any registered class of the Company's equity securities
("10% owners"), to file with the Securities and Exchange Commission ("SEC") initial reports (on Form 3) of
ownership of the Company's equity securities and to file subsequent reports (on Form 4 or Form 5) when there are
changes in such ownership. The due dates of such reports are established by statute and the rules of the SEC.
Based on a review of the reports submitted to the Company, the Company believes that, with respect to the fiscal
year ended December 31, 2000, Uri P. Harkham, a director of the Company, failed to file on a timely basis three
reports on Form 4 to report 14 transactions.

COMPENSATION

Compensation of Executive Officers

The following table sets forth certain information concerning the annual and long-term
compensation paid to B. Wayne Hughes, the Company's Chief Executive Officer, and the four most highly compensated
persons who were executive officers of the Company on December 31, 2000 (the "Named Executive Officers") for
2000, 1999 and 1998.

Summary Compensation Table (1)
Long-Term
Annual Compensation Compensation
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation(2) Options (#) Compensation(3)
B. Wayne Hughes 2000 $ 60,000(4) -- $28,800 -- $1,800
Chairman of the Board 1999 60,000 -- 34,200 -- 1,800
and Chief Executive 1998 60,300(5) -- 27,500 -- 1,800
Officer

Harvey Lenkin 2000 257,100(6) $150,500 (7) 160,000 4,800
President 1999 246,700(8) 175,500 (7) 60,000 4,700
1998 246,700(9) 150,500 (7) 22,000 4,700

Marvin M. Lotz 2000 279,400(10) 200,500 (7) 160,000 4,800
Senior Vice President 1999 214,600(11) 250,500 (7) 60,000 4,700
1998 199,000 200,500 (7) 22,000 4,700

Carl B. Phelps 2000 200,000 150,500 -- 160,000 4,800
Senior Vice President 1999 200,000 135,500 -- 20,000 4,700
1998 200,000 135,500 -- 75,000 4,700

David Goldberg 2000 188,600 150,500 (7) 145,000 4,800
Senior Vice President 1999 175,000 150,500 (7) 60,000 4,700
and General Counsel 1998 175,000 150,500 (7) 22,000 4,700
- ----------------

(1) Includes compensation paid by the Company and certain affiliated entities (PSBP and the Merged Public
Storage REITs).

(2) Other Annual Compensation consists solely of use of a company car.

(3) All Other Compensation consists solely of employer contributions to the PS 401(k)/Profit Sharing Plan.

(4) See "Employment Agreement" below.

(5) Includes $60,000 paid by the Company and $300 paid by PSBP and the Merged Public Storage REITs.

(6) Includes $246,700 of salary and $10,400 of directors' fees and meeting fees (see "Compensation of
Directors" below).

(7) Value did not exceed 10% of the annual salary and bonus of the individual for the years indicated.

(8) Includes $225,000 of salary and $21,700 of directors' fees and meeting fees.

(9) Includes $223,100 of salary and $21,700 of directors' fees and meeting fees paid by the Company and
$1,900 of salary paid by PSBP and the Merged Public Storage REITs.

(10) Includes $269,000 of salary and $10,400 of directors' fees and meeting fees.

(11) Includes $199,000 of salary and $15,600 of directors' fees and meeting fees.

The following table sets forth certain information relating to options to purchase shares of
Common Stock granted to the Named Executive Officers during 2000.

Option Grants in Last Fiscal Year

Individual Grants
- ----------------------------------------------------------------------------
Number of Percent of Potential Realizable Value
Securities Total Options at Assumed Annual Rates
Underlying Granted to Exercise of Share Price Appreciation
Options Employees in Price Expiration for Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% 10%
- --------------- ----------- ------------- -------- ---------- ----------------------------

B. Wayne Hughes -- -- -- -- -- --

Harvey Lenkin 160,000 4.3% $23.0625 12/13/10 $ 2,324,700 $ 5,867,100

Marvin M. Lotz 160,000 4.3% $23.0625 12/13/10 2,324,700 5,867,100

Carl B. Phelps 160,000 4.3% $23.0625 12/13/10 2,324,700 5,867,100

David Goldberg 145,000 3.9% $23.0625 12/13/10 2,106,759 5,317,059

All options granted in 2000 become exercisable in three equal installments beginning on the
first anniversary of the date of grant and have a term of ten years.

The following table sets forth certain information concerning exercised and unexercised options
held by the Named Executive Officers at December 31, 2000.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

Number of Value of Unexercised
Shares Securities Underlying In-the-Money
Acquired on Value Unexercised Options Options at
Name Exercise(#) Realized($) at December 31, 2000 December 31, 2000(1)
Exercisable Unexercisable Exercisable Unexercisable
B. Wayne Hughes -- -- -- -- -- --

Harvey Lenkin -- -- 144,665 207,335 $ 487,396 $ 226,667

Marvin M. Lotz 22,500 $177,794 169,665 207,335 545,833 226,667

Carl B. Phelps -- -- 56,666 198,334 3,333 206,667

David Goldberg 6,667 51,774 163,832 192,335 668,284 207,917
- --------------

(1) Based on closing price of $24.3125 per share of Common Stock on December 29, 2000, as reported by the New
York Stock Exchange. On March 23, 2001, the closing price per share of Common Stock as reported by the
New York Stock Exchange was $25.50.

Compensation of Directors

Each of the Company's directors, other than B. Wayne Hughes and commencing July 1, 2000, other
than Harvey Lenkin and Marvin M. Lotz, receives director's fees of $19,000 per year plus $450 for each meeting
attended (Mr. Lenkin and Mr. Lotz received directors' fees and meeting fees until July 1, 2000). In addition,
commencing May 1, 2000, each of the members of the Audit Committee (other than the chairman, who receives $1,300
per meeting) receives $1,000 for each meeting of the Audit Committee attended (the chairman received $900 and the
other members received $450 for each meeting of the Audit Committee attended prior to May 1, 2000). Each of the
members of the Executive Equity Awards Committee will receive $500 for each meeting of the committee attended.
The policy of the Company is to reimburse directors for reasonable expenses. Directors who are not officers or
employees of the Company ("Outside Directors") also receive grants of options under the Company's 1996 Stock
Option and Incentive Plan (and B. Wayne Hughes, Harvey Lenkin, Marvin M. Lotz and B. Wayne Hughes, Jr. are
eligible to receive grants of options and/or restricted stock thereunder) as described below. Under the 1996
Stock Option and Incentive Plan, each new Outside Director is, upon the date of his or her initial election to
serve as an Outside Director, automatically granted non-qualified options to purchase 15,000 shares of Common
Stock. In addition, after each annual meeting of shareholders, each Outside Director then duly elected and
serving is automatically granted, as of the date of such annual meeting, non-qualified options to purchase 2,500
shares of Common Stock, so long as such person has attended, in person or by telephone, at least 75% of the
meetings held by the Board of Directors during the immediately preceding calendar year. Substantially all of the
shares of Common Stock available for grant under the 1996 Stock Option and Incentive Plan have been exhausted.
If the Company's shareholders approve the 2001 Stock Option and Incentive Plan hereby submitted for approval, the
Outside Directors would receive grants of options thereunder (and Mr. Hughes, Mr. Lenkin, Mr. Lotz and Mr.
Hughes, Jr. would be eligible to receive grants of options and/or restricted stock thereunder).

Employment Agreement

B. Wayne Hughes, the Chairman of the Board and Chief Executive Officer of the Company, entered
into an employment agreement with the Company in November 1995 in connection with the merger of Public Storage
Management, Inc. into the Company. This agreement was for a term of five years (which ended in November 2000)
and provided for annual compensation of $60,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company does not have a compensation committee. Messrs. Hughes, Lenkin, Lotz and Hughes,
Jr., who are officers of the Company, are members of the Board of Directors.

Certain Relationships and Related Transactions

Development Joint Venture with Affiliate. In November 1999, the Company, through wholly owned
entities ("PSA"), formed a joint venture (the "Development JV") to develop and own approximately $100 million of
mini-warehouses and $100 million of shares of the Company's Equity Stock, Series AAA. The partners of the
Development JV are PSA and a limited liability company (the "Investor LLC"). The members of the Investor LLC are
a state pension plan (the "Investor") and B. Wayne Hughes ("Hughes"). The Development JV was capitalized with
$200 million; PSA contributed $102 million and has a 51% ownership interest and the Investor LLC contributed $98
million and has a 49% ownership interest. The capital contributions were used to fund $100 million of
mini-warehouse development and $100 million was used to purchase the Equity Stock, Series AAA. The term of the
Development JV is 15 years. The Investor LLC has the right at the end of the sixth year to cause an early
termination of the Development JV. Operating cash flow from the Development JV is distributed as follows:
(1) during the first through sixth years of the Development JV, (a) 100% to the Investor LLC until the Investor
LLC has received cumulative distributions equal to a 10% compounded return on its investment and (b) then, 100%
to be reinvested by the Development JV; and (2) during the seventh through the 15th years of the Development JV,
(a) 100% to the Investor LLC until the Investor LLC has received cumulative distributions equal to a 10%
compounded return on its investment as determined through the first six years, (b) then, 100% to PSA until PSA
has received cumulative distributions equal to a 10% compounded return on its investment as determined through
the first six years and (c) then, 49% to the Investor LLC and 51% to PSA. The total capitalization of the
Investor LLC is expected to be $98 million (contributed in stages as required by the Investor LLC), of which
$64.043 million will be contributed by Hughes in exchange for his interest and $33.957 million will be
contributed by the Investor in exchange for its interest. As of December 31, 2000, Hughes had contributed
$55.375 million to the Investor LLC. Operating cash flow from the Investor LLC is distributed as follows:
(1) 100% to Hughes until Hughes has received cumulative distributions equal to a 7.9972% compounded annual return
on Hughes' unreturned investment and (2) then, 99% to the Investor and 1% to Hughes (Hughes' 1% interest is
estimated to be less than $50,000 per year). During 2000, distributions from the Investor LLC to Hughes were
$3,866,952. Hughes invested in the Investor LLC at the request of the Investor, and the transaction was approved
by the Company's disinterested directors based on advice from a financial advisor.

Purchase of Partnership Interests from Affiliate. In March 2000, the Company acquired by
merger the capital stock of PSI One, Inc. ("PSI One"), a California corporation which was owned by B. Wayne
Hughes, trustee of B.W. Hughes Living Trust. PSI One owned an equity interest in two partnerships. The price for
the capital stock of PSI One was 52,547 Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock,
Series A. The transaction was approved by the Company's disinterested directors.

Sales of Shares to Company. In January 2001, a corporation wholly-owned by Uri P. Harkham, a
director of the Company, sold to the Company in a privately negotiated transaction 10,000 shares of the Company's
Common Stock for an aggregate of $251,875.

In March 2001, a limited liability company of which Thomas J. Barrack, Jr., a director of the
Company, is a controlling member, sold to the Company in a privately negotiated transaction 2,619,893 shares of
the Company's Common Stock for an aggregate of $68,064,820.

Acquisition of PSIC. B. Wayne Hughes, B. Wayne Hughes, Jr. and Tamara Hughes Gustavson own all
of the capital stock of PS Insurance Company, Ltd. ("PSIC"), which is engaged in the business of reinsuring risks
relating to damage, destruction or other loss of goods stored by tenants in the mini-warehouses owned and
operated by the Company in the United States and to a much lesser extent by affiliates of the Hughes family in
Canada. In 1995, the Company acquired, in a tax-free reorganization, substantially all of the entities owned by
B. Wayne Hughes (and members of his family) that were engaged in the ownership and operation of mini-warehouses
and related activities in the United States. However, the federal and state income tax laws applicable to real
estate investment trusts (such as the Company) imposed restrictions that effectively prevented the Company from
owning PSIC or engaging in that business. As a result, PSIC was retained by and has continued to be operated by
the Hughes family. In the 1995 transaction, the Company was granted a right of first refusal pertaining to any
transfer of the stock or business of PSIC. Changes to the federal income tax laws that became effective
January 1, 2001, now permit the Company to acquire the stock of PSIC. Conforming changes to California's tax laws
are expected to be adopted and become effective in the near future.

Due principally to the interrelationship of the businesses of the Company and PSIC, the Company
believes that it is in its best interest to acquire the stock of PSIC assuming California law is appropriately
conformed to the federal provisions and to continue to operate PSIC as a wholly-owned taxable REIT subsidiary.
Accordingly, in March 2001, the Company agreed to acquire all of the capital stock of PSIC from the Hughes family
in a tax-free reorganization. In the transaction, the Hughes family would receive an aggregate of 1,243,298
shares of the Company's Common Stock, subject to adjustment for changes in PSIC's net working capital. PSIC owns
301,032 shares of the Company's Common Stock, which would continue to be owned by PSIC after the transaction.
The transaction (1) is conditioned on, among other things, adoption of changes to California's tax laws that
would permit the Company to acquire PSIC and (2) is scheduled to close on December 31, 2001, although there can
be no assurance. The transaction was approved by the Company's disinterested directors. A financial advisor
issued a fairness opinion to the Company's Board on the transaction.

REPORT OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
ON EXECUTIVE COMPENSATION

Subject to certain considerations applicable to the Chief Executive Officer as discussed below,
the Company pays its executive officers compensation deemed appropriate in view of the nature of the Company's
business, the performance of individual executive officers, and the Company's objective of providing incentives
to its executive officers to achieve a level of individual and Company performance that will maximize the value
of shareholders' investment in the Company. To those ends, the Company's compensation program consists of
payment of a base salary and, potentially, bonus compensation, and making incentive awards of options to purchase
Common Stock. During 2000, grants of options to executive officers were made under the 1996 Stock Option and
Incentive Plan (the "1996 Plan").

Cash Compensation. Base salary levels are based generally (other than in the case of the Chief
Executive Officer) on market compensation rates and each individual's role in the Company. The Company
determines market compensation rates by reviewing public disclosures of compensation paid to executive officers
by other REITs of comparable size and market capitalization. Some of the REITs whose executive compensation the
Company considered in establishing the compensation it pays to executive officers are included in the NAREIT
Equity Index referred to below under the caption "Stock Price Performance Graph." Generally, the Company seeks
to compensate its executives at levels consistent with the middle of the range of amounts paid by REITs deemed
comparable by the Company. Individual salaries may vary based on the experience and contribution to overall
corporate performance by a particular executive officer.

For the year 2000, the Chief Executive Officer's base compensation was established in his
employment agreement (which expired in November 2000) at $60,000. The compensation paid to the Chief Executive
Officer is less than that paid to the chief executive officers of other publicly traded REITs and reflected the
judgment of the Board of Directors and the Chief Executive Officer that the Chief Executive Officer's performance
was rewarded primarily through his significant equity stake in the Company.

The Company bases its payment of annual bonuses on corporate, business unit and individual
performance. In establishing individual bonuses, the Company takes into account the Company's overall
profitability, the Company's internal revenue growth, the Company's revenue growth due to acquisitions, and the
executive officer's contribution to the Company's growth and profitability.

Equity-Based Compensation. The Company believes that its executive officers should have an
incentive to improve the Company's performance by having an ongoing stake in the success of the Company's
business. The Company seeks to create this incentive by granting to appropriate executive officers stock options
that have an exercise price of not less than 100% of the fair market value of the underlying stock on the date of
grant, so that the executive officer may not profit from the option unless the price of the Common Stock
increases. Options granted by the Company also are designed to help the Company retain executive officers in
that options are not exercisable at the time of grant, and achieve their maximum value only if the executive
remains in the Company's employ for a period of years. The Company did not grant any options to the Chief
Executive Officer during 2000. Options were granted to the other named executive officers as reflected above in
the table captioned "Option Grants in Last Fiscal Year." The number of options granted to individual executive
officers is based on a number of factors, including seniority, individual performance, and the number of options
previously granted to such executive officer.

The 1996 Plan also authorizes the Company to compensate its executive officers and other
employees with grants of restricted stock. Restricted stock would increase in value as the value of the Common
Stock increased, and would vest over time provided that the executive officer remained in the employ of the
Company. Accordingly, awards of restricted stock would serve the Company's objectives of retaining its executive
officers and other employees and motivating them to advance the interests of the Company and its shareholders.
The Company did not grant any shares of restricted stock during 2000.

If shareholders approve the 2001 Stock Option and Incentive Plan as described in Proposal No. 3
below, the Company will continue to implement its philosophy underlying the grant of stock options to executive
officers and other employees, and the Company also will be able to compensate its executive officers and other
employees with grants of restricted stock.

BOARD OF DIRECTORS AUDIT COMMITTEE

B. Wayne Hughes Robert J. Abernethy (Chairman)
Harvey Lenkin William C. Baker
Marvin M. Lotz Daniel C. Staton
B. Wayne Hughes, Jr.
Robert J. Abernethy
Dann V. Angeloff
William C. Baker
Thomas J. Barrack, Jr.
Uri P. Harkham
Daniel C. Staton

STOCK PRICE PERFORMANCE GRAPH

The graph set forth below compares the yearly change in the Company's cumulative total
shareholder return on its Common Stock for the five-year period ended December 31, 2000 to the cumulative total
return of the Standard and Poor's 500 Stock Index ("S&P 500 Index") and the National Association of Real Estate
Investment Trusts Equity Index ("NAREIT Equity Index") for the same period (total shareholder return equals price
appreciation plus dividends). The stock price performance graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 on December 31, 1995 and that all dividends were reinvested. The
stock price performance shown in the graph is not necessarily indicative of future price performance.

Comparison of Cumulative Total Return
Public Storage, Inc., S&P 500 Index and NAREIT Equity Index
December 31, 1995 - December 31, 2000



                                              AUDIT COMMITTEE REPORT

                  The Audit  Committee of the Public Storage Board of Directors is composed of three  directors who
qualify as  independent  under the rules of the New York  Stock  Exchange.  The Audit  Committee  operates  under a
written  charter  adopted by the Board of Directors  in May 2000  (Exhibit A).  The members of the Audit  Committee
are Robert J. Abernethy  (Chairman),  William C. Baker and Daniel C. Staton. The Audit Committee  recommends to the
Board of Directors the selection of the Company's independent auditors.

                  Management  is  responsible  for the  Company's  internal  controls and the  financial  reporting
process.  The  independent  auditors  are  responsible  for  performing  an  independent  audit  of  the  Company's
consolidated  financial  statements in accordance  with  generally  accepted  auditing  standards and for issuing a
report thereon.  The Audit Committee's responsibility is to monitor and oversee these processes.

                  In this context,  the Audit Committee has met with  management and the  independent  auditors and
has reviewed and discussed  with them the audited  consolidated  financial  statements.  Management  represented to
the Audit  Committee  that the  Company's  consolidated  financial  statements  were  prepared in  accordance  with
generally  accepted  accounting  principles.  The Audit Committee  discussed with the independent  auditors matters
required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

                  The Company's  independent  auditors also provided to the Audit Committee the written disclosures
required by Independence Standards Board Standard No. 1 (Independence  Discussions with Audit Committees),  and the
Audit  Committee  discussed  with the  independent  auditors  that  firm's  independence.  In  addition,  the Audit
Committee  has  considered  whether the  independent  auditors'  provision of non-audit  services to the Company is
compatible with the auditors' independence.

                  Based on the Audit  Committee's  discussions  with management and the independent  auditors,  the
representation  of management and the report of the independent  auditors,  the Audit Committee  recommended to the
Board of Directors,  and the Board has approved,  that the audited consolidated financial statements be included in
the  Company's  Annual  Report on Form 10-K for the year ended  December  31,  2000 filed with the  Securities  and
Exchange Commission.

                                            AUDIT COMMITTEE

                                            Robert J. Abernethy (Chairman)
                                            William C. Baker
                                            Daniel C. Staton


                                               INDEPENDENT AUDITORS

                  The Audit  Committee has  recommended,  and the Board of Directors  has  selected,  Ernst & Young
LLP, independent auditors, to audit the accounts of the Company for the fiscal year ending December 31, 2001.

                  It is anticipated that  representatives  of Ernst & Young LLP, which has acted as the independent
auditors  for the  Company  since the  Company's  organization,  will be in  attendance  at the  Annual  Meeting of
Shareholders  and will have the  opportunity  to make a  statement  if they  desire to do so and to  respond to any
appropriate inquiries of the shareholders or their representatives.

Fees Billed to the Company by Ernst & Young LLP for 2000:

                  Audit Fees:

                  Audit fees  billed (or  expected  to be billed) to the Company by Ernst & Young LLP for the audit
of the  Company's  annual  financial  statements  for the 2000  fiscal year and review of the  quarterly  financial
statements included in the Company's quarterly reports on Form 10-Q for the 2000 fiscal year totaled $193,925.

                  Financial Information Systems Design and Implementation Fees:

                  The  Company  did not  engage  Ernst & Young  LLP to  provide  advice  to the  Company  regarding
financial information systems design and implementation during the 2000 fiscal year.

                  All Other Fees:

                  Fees  billed (or  expected  to be billed) to the  Company by Ernst & Young LLP for the  Company's
2000 fiscal year for all other non-audit services rendered to the Company totaled $1,280,038.



                                                  PROPOSAL NO. 2

                                        AMENDMENT TO TERMS OF EQUITY STOCK

                  Under the  Company's  restated  articles of  incorporation,  the Board of Directors is authorized
without  further  shareholder  action to provide for the issuance of up to 200,000,000  shares of equity stock,  in
one or more series, with such rights as are set forth in resolutions adopted by the Board of Directors.

                  In 1999,  the Board of Directors  adopted  resolutions  creating the Equity Stock,  Series A (the
"Equity Stock").  At March 27, 2001, the Company had outstanding  5,635.602  shares of Equity Stock  represented by
5,635,602  Depositary Shares Each Representing  1/1,000 of a Share of Equity Stock (the "Depositary  Shares").  The
Depositary  Shares are traded on the New York Stock Exchange under the symbol  "PSA.A".  The notes to the financial
statements  included in the Company's 2000 annual report to shareholders  includes a brief description of the terms
of the Equity  Stock.  The terms of the Equity Stock are set forth in detail in the  Certificate  of  Determination
of the Equity Stock.

                  The Certificate of  Determination  of the Equity Stock (and the deposit  agreement  providing for
the issuance of the  Depositary  Shares)  provides that the Company may (but is not obligated to) redeem any or all
of the Equity  Stock (and the  Depositary  Shares) on or after March 31, 2005 at $24,500 per share of Equity  Stock
($24.50 per  Depositary  Share).  The Company may redeem  Equity  Stock (and  Depositary  Shares)  before March 31,
2005, but only to preserve its status as a real estate investment trust.

                  The Company  believes that its right to redeem the Equity Stock (and the  Depositary  Shares) may
impede increases in the trading price of the Depositary Shares,  particularly as the date for potential  redemption
approaches.  Accordingly,  the Board of Directors has proposed an amendment to the Certificate of  Determination of
the Equity  Stock to extend that date from March 31, 2005 to March 31,  2010.  The Company  would  continue to have
the right at any time to redeem  Equity  Stock (and  Depositary  Shares) to  preserve  its status as a real  estate
investment  trust.  There  can be no  assurance  as to the  trading  price  of the  Depositary  Shares  or that the
proposed amendment will in fact impact the trading price of the Depositary Shares.

                  The affirmative  vote of the holders of (i) a majority of the outstanding  shares of Equity Stock
and (ii) a majority of the voting power  represented  by the  outstanding  shares of Equity Stock and Common Stock,
voting  together as a single class,  is required to approve the amendment to the  Certificate of  Determination  of
the Equity Stock.  For these  purposes,  an  abstention  or broker  non-vote will have the effect of a vote against
the proposal.  The officers and directors of the Company intend to vote their shares in favor of the amendment.

                  The Board of Directors recommends that you vote FOR this amendment.


                                                  PROPOSAL NO. 3

                           APPROVAL OF ADOPTION OF 2001 STOCK OPTION AND INCENTIVE PLAN

                  On March 15, 2001,  the Board of Directors  adopted the 2001 Stock Option and Incentive Plan (the
"2001  Plan") for the benefit of employees of the Company and its  subsidiaries  (including  any employee who is an
officer or director of the  Company or any of its  subsidiaries),  key  Service  Providers  (as defined  below) and
Outside  Directors,  subject to approval of the Company's  shareholders.  There are  approximately  4,600 employees
and  Service  Providers  of the Company  and its  subsidiaries,  and six  Outside  Directors,  who are  eligible to
participate  in the 2001 Plan.  The persons who will  receive  grants of awards under the 2001 Plan and the timing,
nature and amount of awards to grantees will be determined from time to time by one or more  authorized  committees
of the Board of Directors based on a number of factors, including position,  responsibilities,  and contribution to
the  Company's  performance  and  objectives.  Grants of options to the  Outside  Directors  will be  automatic  in
accordance with a formula contained in the 2001 Plan.

                  The principal  provisions  of the 2001 Plan are  summarized  below.  The summary does not purport
to be  complete  and is  qualified  in its  entirety  by the terms of the 2001 Plan,  the  entire  text of which is
attached hereto as Exhibit B and incorporated herein by reference.

REASONS FOR THE 2001 PLAN

                  The  purpose  of the  2001  Plan  is to  promote  the  best  interests  of the  Company  and  its
shareholders by providing  eligible  participants  with an opportunity to acquire or increase a direct  proprietary
interest  in the  Company's  operations  and  success.  The  Board of  Directors  believes  that the 2001 Plan will
advance the  interests of the Company by enhancing the  Company's  ability to attract and retain  highly  qualified
officers,  key  employees,  Service  Providers and Outside  Directors  and by providing  such persons with stronger
incentives  to expend  maximum  effort to improve the business  results and  earnings of the Company.  The Board of
Directors  believes  that  adoption  of the  2001  Plan is  appropriate  to  assure  that a  meaningful  number  of
stock-based  awards will continue to be available for grant to eligible  participants.  At March 27, 2001,  options
to purchase an aggregate  of 6,412,576  shares of Common Stock were  outstanding  under the  Company's  prior stock
option and incentive plans, and an aggregate of 533,171 shares were available for future grants under those plans.

                  The 2001 Plan  provides for the grant of incentive  stock options  ("ISOs"),  intended to qualify
as such under Section 422 of the Internal  Revenue Code of 1986, as amended (the "Code"),  and  nonstatutory  stock
options  which do not so qualify.  The 2001 Plan also  provides for the grant of  restricted  stock and  restricted
stock  units to  eligible  persons.  There  is no  specified  termination  date for the  2001  Plan,  which  may be
terminated  by the Board of  Directors  at any time.  However,  no ISOs may be  granted  under the 2001 Plan  after
March 15, 2011.

                  To date, no stock  options,  restricted  stock or restricted  stock units have been granted under
the 2001 Plan.  Based on the  closing  sale price of the Common  Stock on March 23,  2001 of $25.50 per share,  the
aggregate market value of the 5,000,000 shares to be reserved under the 2001 Plan is approximately $127,500,000.

DESCRIPTION OF THE 2001 PLAN

Administration

                  The 2001  Plan may be  administered  by one or more  committees  of the  Board  of  Directors  as
designated  by the Board of  Directors.  Two  committees  of the Board of  Directors  currently  have  authority to
administer  the 2001 Plan.  The Executive  Equity Awards  Committee  (currently  consisting of William C. Baker and
Daniel C. Staton) is  authorized to make grants to any eligible  person.  The Equity  Awards  Committee  (currently
consisting of B. Wayne  Hughes and Harvey  Lenkin) is  authorized to make grants to any eligible  person other than
any officer of the Company who is subject to Section 16 of the  Securities  Exchange  Act of 1934 (the "1934 Act").
At least one  committee  with  authority to  administer  the 2001 Plan must consist of no fewer than two members of
the Board of  Directors,  none of whom may be an officer or other  salaried  employee of the  Company,  and each of
whom must qualify in all respects as a  "non-employee  director" as defined in Rule 16b-3 under the 1934 Act and as
an "outside  director"  within the meaning of Section  162(m) of the Code (the  Executive  Equity Awards  Committee
currently meets these  requirements).  Subject to the  limitations  set forth in the 2001 Plan, each  administering
committee has the authority to determine,  among other things:  (i) to which eligible persons  options,  restricted
stock and  restricted  stock units will be granted,  (ii) the type or types of grants to be made,  (iii) the number
of  shares  subject  to each  grant,  and (iv) the  terms  and  conditions  of the  options,  restricted  stock and
restricted  stock units.  For grants to Outside  Directors,  the 2001 Plan is intended to be a "formula plan," and,
accordingly,  the  administering  committee  will have no discretion  in  establishing  the material  terms of such
grants.  Subject  to the  express  provisions  of the 2001  Plan,  each  administering  committee  will  have  full
authority to administer and interpret the 2001 Plan with respect to grants made by that committee.

Eligibility

                  Discretionary  Grants.  Grants  may be made  under  the  2001  Plan to (i)  employees  (including
officers  and  directors)  of the Company  and of any  "subsidiary"  of the Company  (within the meaning of Section
424(f) of the Code), as designated  from time to time by the  administering  committee,  and (ii) any consultant or
adviser to the Company,  any manager of the Company's  properties or affairs, any other similar service provider or
affiliate  of the  Company,  any  corporation  or other  entity in which the Company  owns at least a 90%  economic
interest,  and any employee of any of the foregoing  ("Service  Providers").  Subject to restrictions  set forth in
the 2001 Plan, an eligible person may receive  successive  grants of options,  restricted  stock and/or  restricted
stock units.

                  Formula  Plan for Outside  Directors.  On and after March 15,  2001,  and subject to  shareholder
approval of the 2001 Plan,  each new Outside  Director  will,  upon the date of his or her initial  election by the
Board of Directors or the  shareholders of the Company to serve as an Outside  Director,  automatically  be granted
nonstatutory  options to purchase  15,000  shares of Common  Stock.  In  addition,  if the 2001 Plan is approved by
shareholders,  after each annual  meeting  (including  the 2001 Annual  Meeting),  each Outside  Director then duly
elected and serving  will  automatically  be granted,  as of the date of such annual  meeting,  nonstatutory  stock
options to purchase  2,500 shares,  so long as such Outside  Director has attended,  in person or by telephone,  at
least 75% of the meetings  held by the Board of Directors  during the  immediately  preceding  calendar  year.  The
administering  committee has no discretion to alter the  foregoing  provisions of the 2001 Plan  governing  options
granted to Outside  Directors.  Six Outside  Directors  are currently  eligible to receive  option grants under the
Plan.

Shares Subject to the Plan

                  Under the terms of the 2001 Plan,  5,000,000  authorized but unissued  shares of Common Stock, or
approximately  4.3% of the  outstanding  shares of Common Stock at March 27, 2001,  will be reserved for  issuance.
In  the  event  any  change  is  made  to the  Common  Stock  subject  to the  2001  Plan  (whether  by  reason  of
recapitalization,  reclassification,  stock split, reverse split,  combination of shares, exchange of shares, stock
dividend,  or  other  increase,   decrease  or  change  in  such  shares),  the  Board  of  Directors  will  adjust
proportionately  and  accordingly  the number and kinds of shares that may be purchased.  Any such adjustment in an
outstanding  option,  however,  will be made  without a change in the total  price  applicable  to the  unexercised
portion of the option but with a  corresponding  adjustment  in the per share option  price.  No  adjustment to any
outstanding  grant will be  required in the event of a spin-off  by the  Company of the shares of a  subsidiary,  a
stock dividend for which the Company will claim a dividends  paid  deduction  under Section 561 of the Code (or any
successor provision), or a pro rata distribution to all shareholders of other assets of the Company.

Options

                  General.  All options  granted  under the 2001 Plan are  intended  to be treated as  nonstatutory
stock  options,  unless the  administering  committee  specifically  designates a stock option as an ISO within the
limitations of the 2001 Plan. The option  exercise price of options  granted under the 2001 Plan will be determined
by the  administering  committee in accordance  with the 2001 Plan.  For both ISOs and  nonstatutory  options,  the
exercise  price per share (the  "Option  Price")  will be equal to 100% of the fair  market  value  (determined  in
accordance  with the 2001 Plan) of a share of Common  Stock upon the date of grant (but not less than the par value
per share).  No person may receive an ISO if, at the time of grant,  such person owns directly or  indirectly  more
than 10% of the total  combined  voting power of the Company,  unless the option price is at least 110% of the fair
market  value of the Common  Stock and the  exercise  period of such ISO is limited to five years.  There is also a
$100,000  limit on the value of stock  (determined  at the time of grant) with  respect to which ISOs granted to an
optionee may first become  exercisable  in any calendar  year. The maximum number of shares subject to options that
can be granted under the 2001 Plan to any executive  officer,  other employee or Service Provider of the Company or
any  subsidiary  is  2,500,000  shares  during  the first ten years of the 2001 Plan and  250,000  shares  per year
thereafter.  Shares  underlying  any option that expires  unexercised  will again be available  for grant under the
2001 Plan.

                  Vesting.  Unless  otherwise  provided in the  applicable  option  agreement,  each option granted
under the 2001 Plan will vest in three equal annual  installments  beginning on the first  anniversary  of the date
of grant,  subject  to  acceleration  of  vesting  under  certain  circumstances  or (except in the case of options
granted to  Outside  Directors)  in the  discretion  of the  administering  committee.  Each  option  granted to an
Outside  Director  under  the 2001  Plan  will  vest in three  equal  annual  installments  beginning  on the first
anniversary of the date of grant.  Subject to certain  limitations,  options will remain  exercisable for ten years
from the date of grant.  Options will expire prior to their  scheduled  termination  upon the  thirtieth  day after
termination of the optionee's  employment with the Company or a Service Provider,  or termination of the optionee's
service  relationship  with the Company  (other than, for  individuals,  by reason of death or "permanent and total
disability"  (within the  meaning of Section  22(e)(3)  of the  Code)).  Special  rules will govern the vesting and
expiration of options  following the death or "permanent and total  disability" of an optionee.  The  administering
committee may extend the period during which an option  (other than an option  granted to an Outside  Director) may
be exercised (but not later than the date the option would otherwise expire).

                  Transferability.  Options  granted  under the 2001 Plan are  exercisable  only by the optionee or
his or her permitted  transferees  during the optionee's  lifetime.  Options are  transferable by the optionee only
as  provided  in the  agreement  evidencing  the grant or as may be  provided  by will or the laws of  descent  and
distribution.

                  Payment of Option  Price.  Payment for shares  purchased  under the 2001 Plan may be made in cash
or cash  equivalents,  by  exchanging  shares of Common  Stock  valued at their  fair  market  value on the date of
exercise,  or by a combination  of the  foregoing.  An optionee also may pay the exercise  price by directing  that
certificates  for the shares  purchased upon exercise be delivered to a licensed  broker  acceptable to the Company
as agent for the optionee,  and that the broker tender to the Company cash or cash equivalents  equal to the option
exercise  price plus the amount of any taxes that the Company may be  required to withhold in  connection  with the
exercise of the option.

Restricted Stock and Restricted Stock Units

                  The administering  committee may grant to eligible persons (but not to Outside  Directors) shares
of Common Stock (or units  representing  shares of Common  Stock)  subject to vesting based on the passage of time,
the  achievement by the grantee or the Company of specified  performance  objectives,  or other  conditions  deemed
appropriate  by the  administering  committee.  The  administering  committee  will  establish  the  conditions  to
vesting,  and the period of time during which the conditions will apply (the "Restricted  Period"),  at the time of
grant.

                  Any  applicable  performance  objectives  will be  established  in writing  by the  administering
committee  prior to March 31 of the year in which  the  grant  is made  and  while  the  outcome  is  substantially
uncertain.  Performance  objectives will be based on stock price, market share,  sales,  earnings per share, return
on equity or costs,  and may include  positive  results,  maintaining the status quo or limiting  economic  losses.
During the Restricted  Period,  restricted  stock or restricted stock units may not be transferred by the employee.
In its discretion,  the  administering  committee may shorten or terminate the Restricted Period or waive any other
restrictions applicable to the award.

                  If the  termination  of a grantee's  employment  with the Company or a Service  Provider,  or the
termination of a grantee's service  relationship with the Company,  occurs during the Restricted  Period, the award
will be forfeited  unless the  administering  committee,  in its discretion,  determines  otherwise.  Special rules
will  apply to the  vesting of an award  upon the death or  "permanent  and total  disability"  of a  grantee.  Any
shares of restricted  stock that are forfeited  will again be available for award under the 2001 Plan.  The maximum
number of shares of restricted  stock, or shares  represented by restricted stock units,  that can be granted under
the 2001 Plan to any eligible person is 250,000 shares per year.

                  The  administering  committee  may, in the  agreement  evidencing  a grant of  restricted  stock,
provide  that the grantee will be entitled to vote and to receive  dividends on the shares of Common Stock  subject
to the award.  The  administering  committee  may, in the agreement  evidencing a grant of restricted  stock units,
provide that the grantee will be entitled to receive  payments equal to the dividends paid on an equivalent  number
of shares of Common Stock.  Upon vesting of an award of restricted stock or restricted  stock units,  including the
satisfaction,  lapse or waiver of all  applicable  restrictions  and  conditions,  the grantee  will be entitled to
receive a stock  certificate  representing  the vested  shares.  The shares will be issuable to the grantee free of
charge, other than payment of the par value of such shares.

FEDERAL INCOME TAX CONSEQUENCES OF THE 2001 PLAN

                  The grant of an option will not be a taxable event for the optionee or the Company.

                  An optionee  will not  recognize  taxable  income upon  exercise of an ISO, and any gain realized
upon a  disposition  of shares of stock  received  pursuant to the  exercise  of an ISO will be taxed as  long-term
capital  gain if the  optionee  holds the  shares  for at least two years  after the date of grant and for one year
after  the date of  exercise.  However,  the  excess of the fair  market  value of stock  subject  to an ISO on the
exercise  date over the option  exercise  price will be  included in the  optionee's  alternative  minimum  taxable
income in the year of exercise  (except that, if the optionee is subject to certain  securities  law  restrictions,
determination  of the amount included in alternative  minimum taxable income will be deferred,  unless the optionee
elects  within 30 days  following  exercise to have income  determined  without  regard to such  restrictions)  for
purposes of the  alternative  minimum tax. An optionee may be entitled to a credit  against  regular tax  liability
in future years for minimum  taxes paid with  respect to the exercise of ISOs.  The Company will not be entitled to
any business expense deduction with respect to the exercise of an ISO, except as discussed below.

                  For the  exercise  of an  option  to  qualify  for the  foregoing  tax  treatment,  the  optionee
generally  must be an employee of the Company or a  subsidiary  from the date the option is granted  through a date
within three  months  before the date of exercise of the option.  In the case of an optionee  who is disabled,  the
three-month  period for exercise  following  termination  of  employment is extended to one year. In the case of an
employee who dies,  both the time for  exercising  ISOs after  termination of employment and the holding period for
stock received pursuant to the exercise of the option are waived.

                  If all of the foregoing  requirements  are met except the special  holding period rules mentioned
above,  the optionee will recognize  ordinary income upon the disposition of the stock in an amount generally equal
to the excess of the fair market value of the stock at the time the option was exercised  over the option  exercise
price (but not in excess of the gain  realized on the sale).  The balance of the  realized  gain,  if any,  will be
capital  gain.  The Company will be allowed a business  expense  deduction  to the extent the  optionee  recognizes
ordinary income.

                  If an optionee  exercises  an ISO by  tendering  shares of Common  Stock with a fair market value
equal to part or all of the  option  exercise  price,  the  exchange  of shares  will be  treated  as a  nontaxable
exchange  (except that this  treatment  would not apply if the  optionee had acquired the shares being  transferred
pursuant to the  exercise  of an ISO and had not  satisfied  the special  holding  period  requirements  summarized
above).  If the  exercise is treated as a tax free  exchange,  the optionee  would have no taxable  income from the
exchange  and  exercise  (other than minimum  taxable  income as  discussed  above) and the tax basis of the shares
exchanged  would be  treated  as the  substituted  basis for the  shares  received.  If the  optionee  used  shares
received  pursuant  to the  exercise  of an ISO (or  another  statutory  option) as to which the  optionee  had not
satisfied the applicable  holding  period  requirement,  the exchange  would be treated as a taxable  disqualifying
disposition of the exchanged shares.

                  Upon exercising a nonstatutory  option,  an optionee will recognize  ordinary income in an amount
equal to the  difference  between the exercise price and the fair market value of the stock on the date of exercise
(except that, if the optionee is subject to certain  restrictions  imposed by the securities  laws, the measurement
date will be deferred,  unless the  optionee  makes a special tax  election  within 30 days after  exercise to have
income  determined  without  regard  to the  restrictions).  If the  Company  complies  with  applicable  reporting
requirements,  it will be entitled to a business  expense  deduction in the same amount and at the same time as the
optionee  recognizes  ordinary  income.  Upon a  subsequent  sale or  exchange of shares  acquired  pursuant to the
exercise of a  nonstatutory  option,  the  optionee  will have  taxable  gain or loss,  measured by the  difference
between the amount  realized on the  disposition  and the tax basis of the shares  (generally,  the amount paid for
the shares plus the amount treated as ordinary income at the time the option was exercised).

                  If the  optionee  surrenders  shares of Common  Stock in payment  of part or all of the  exercise
price  for  nonstatutory  options,  no gain or loss will be  recognized  with  respect  to the  shares  surrendered
(regardless  of whether  the shares were  acquired  pursuant to the  exercise of an ISO) and the  optionee  will be
treated as  receiving  an  equivalent  number of shares  pursuant  to the  exercise  of the option in a  nontaxable
exchange.  The basis of the  shares  surrendered  will be treated as the  substituted  tax basis for an  equivalent
number of option  shares  received  and the new shares  will be treated  as having  been held for the same  holding
period as had  expired  with  respect to the  transferred  shares.  The  difference  between the  aggregate  option
exercise  price and the aggregate fair market value of the shares  received  pursuant to the exercise of the option
will be taxed as  ordinary  income.  The  optionee's  basis in the  additional  shares  will be equal to the amount
included in the optionee's income.

                  An award of  restricted  stock units will create no immediate tax  consequences  for the employee
or the Company,  and an award of  restricted  stock will create no immediate tax  consequences  for the employee or
the Company  unless the  employee  makes an election  pursuant to Section  83(b) of the Code.  The  employee  will,
however,  realize  ordinary  income when  restricted  stock or restricted  stock units become vested,  in an amount
equal to the  fair  market  value of the  underlying  shares  of  Common  Stock  on the  date of  vesting  less any
consideration  paid by the employee for such stock.  If the employee  makes an election  pursuant to Section  83(b)
of the Code with  respect to a grant of  restricted  stock,  the  employee  will  recognize  income at the time the
restricted  stock is  awarded  (based  upon the value of such  stock at the time of  award),  rather  than when the
restricted  stock becomes vested.  The Company will be allowed a business  expense  deduction for the amount of any
taxable  income  recognized  by the employee at the time such income is recognized  (assuming the Company  complies
with applicable reporting requirements).

                  The foregoing  provides only a general  description  of the federal  income tax  consequences  of
transactions  contemplated  by the 2001 Plan.  Participants  should  consult a tax  advisor as to their  individual
circumstances.

NEW PLAN BENEFITS

                  The following  table sets forth the  aggregate  benefits or amounts that would have been received
by or allocated to the Outside Directors for the last completed fiscal year if the 2001 Plan had been in effect.


                                                     2001 Plan

- -------------------------------------- ----------------------------------- -----------------------------------

        Name and Position (1)                     Dollar Value                      Number of Units
- -------------------------------------- ----------------------------------- -----------------------------------

    Non-Executive Director Group                     $0 (2)                            15,000 (3)
- -------------------------------------- ----------------------------------- -----------------------------------

    (1)  Benefits  or  amounts  for  persons  other  than  those in the  Non-Executive  Director  Group are not
         determinable,  either as of the date  hereof or for the last  completed  fiscal year had the 2001 Plan
         then been in effect.

    (2)  The exercise  price of options  granted to  Non-Executive  Directors  will be the fair market value of
         the underlying shares on the date of grant.

    (3)  Based on the number of eligible Non-Executive Directors as of March 27, 2001.


REQUIRED VOTE

                  Approval of the 2001 Plan  requires  approval  by a majority  of the votes cast on the  proposal,
provided that the total votes cast represent a majority of the voting power  represented by all shares  entitled to
vote on the matter.  For these  purposes,  an  abstention  or broker  non-vote  will not be treated as a vote cast.
The officers and directors of the Company intend to vote their shares for approval of the 2001 Plan.

                  The Board of Directors recommends that you vote FOR approval of the 2001 Plan.


                                             EXPENSES OF SOLICITATION

                  The  Company  will  pay  the  cost  of  soliciting   Proxy/Instruction   Cards.  In  addition  to
solicitation  by mail,  certain  directors,  officers and regular  employees of the Company and its  affiliates may
solicit the return of  Proxy/Instruction  Cards by  telephone,  telegram,  personal  interview  or  otherwise.  The
Company may also reimburse  brokerage firms and other persons  representing the beneficial  owners of the Company's
stock for their  reasonable  expenses  in  forwarding  proxy  solicitation  materials  to such  beneficial  owners.
Shareholder  Communications  Corporation,  New  York,  New  York may be  retained  to  assist  the  Company  in the
solicitation of  Proxy/Instruction  Cards, for which  Shareholder  Communications  Corporation would receive normal
and customary fees and expenses from the Company.


                                DEADLINES FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR
                                       CONSIDERATION AT 2002 ANNUAL MEETING

                  Any proposal  that a holder of Common Stock or  Depositary  Shares wishes to submit for inclusion
in the Company's Proxy Statement for the 2002 Annual Meeting of Shareholders  ("2002 Proxy Statement")  pursuant to
Securities  and  Exchange  Commission  Rule 14a-8 must be received by the Company no later than  December 14, 2001.
In  addition,  notice of any  proposal  that a holder of Common Stock or  Depositary  Shares  wishes to propose for
consideration  at the 2002  Annual  Meeting of  Shareholders,  but does not seek to include in the  Company's  2002
Proxy  Statement  pursuant to Rule 14a-8,  must be delivered to the Company no later than  February 28, 2002 if the
proposing  holder of Common  Stock or  Depositary  Shares  wishes  for the  Company to  describe  the nature of the
proposal in its 2002 Proxy  Statement as a condition to exercising its  discretionary  authority to vote proxies on
the proposal.  Any  shareholder  proposals or notices  submitted to the Company in connection  with the 2002 Annual
Meeting of Shareholders should be addressed to: Sarah Hass,  Secretary,  Public Storage,  Inc., 701 Western Avenue,
Glendale, California 91201-2349.


                                                   OTHER MATTERS

                  The  management  of the Company does not intend to bring any other matter  before the meeting and
knows of no other  matters that are likely to come before the meeting.  If any other  matters  properly come before
the meeting,  the persons  designated as proxies in the  accompanying  Proxy/Instruction  Card and the Trustee will
vote the shares of Common  Stock  represented  thereby,  if any,  and the  Depositary  will vote the  Equity  Stock
underlying  the  Depositary  Shares  represented  thereby,  if any, in accordance  with their best judgment on such
matters.


                                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following  documents,  filed by the Company  pursuant to Section 13 of the 1934 Act (File No.
1-8389),  are  incorporated  by reference:  (i) the Annual Report on Form 10-K for the year ended December 31, 2000
and (ii) the Current  Report on Form 8-K dated January 16, 2001.  The Company will furnish,  without  charge,  upon
written or oral request of any  shareholder  to whom a copy of this Proxy  Statement is  delivered,  by first class
mail within one business day of receipt of such request,  a copy of any and all  information  described  above (not
including  exhibits).  Requests should be addressed to: Sarah Hass,  Secretary,  Public Storage,  Inc., 701 Western
Avenue, Glendale, California 91201-2349.

                  You are urged to vote the  accompanying  Proxy/Instruction  Card and sign,  date and return it in
the  enclosed  stamped  envelope at your  earliest  convenience,  whether or not you  currently  plan to attend the
meeting in person.

                                                    By Order of the Board of Directors

                                                           SARAH HASS, Secretary


Glendale, California
March 27, 2001

                                                                                                          Exhibit A

                                               PUBLIC STORAGE, INC.

                               CHARTER OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                                 ADOPTED BY THE BOARD OF DIRECTORS ON MAY 1, 2000

1.       The Audit  Committee of the Board of Directors  (the "Board")  shall consist of at least three  directors,
none of whom  shall  have  any  relationship  to the  Company  that  may  interfere  with  the  exercise  of  their
independence from management and the Company,  each of whom shall be financially  literate,  as such  qualification
is interpreted  by the Board in its business  judgment,  and at least one of whom shall have  accounting or related
financial  management  expertise,  as the Board  interprets such  qualification  in its business  judgment,  all in
accordance with the requirements of the New York Stock Exchange.

2.       The purposes of the Audit Committee are:

         o   to oversee the Company's  accounting and financial  reporting  policies and practices and its internal
             controls;

         o   to oversee the quality and  appropriateness  of accounting  processes and  qualitative  aspects of the
             Company's financial statements and the audit thereof; and

         o   to act as a liaison between the Company's outside auditor and the Board.

3.       The function of the Audit  Committee is  oversight;  it is the  responsibility  of the Company to maintain
appropriate systems for accounting and internal control,  and the auditor's  responsibility to plan and carry out a
proper audit.  To this end, the Audit Committee shall have  unrestricted  access to the Board,  the outside auditor
and the executive and financial  management  of the Company.  The outside  auditor shall be ultimately  accountable
to the Audit  Committee  and the Board,  and  therefore  the Audit  Committee and the Board shall have the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace the outside auditor.

4.       To carry out its purposes, the Audit Committee shall have the following responsibilities:

         o   to recommend to the Board the selection, engagement and replacement of the outside auditor;

         o   to require the outside auditor to submit to the Audit Committee, on a periodic basis, a formal written
             statement  delineating all relationships  between the auditor and the Company, to engage in a dialogue
             with the outside  auditor with respect to any disclosed  relationship  or services that may impact the
             objectivity and independence of the outside auditor,  and to recommend that the Board take appropriate
             action in  response  to the  outside  auditor's  report to  satisfy  itself of the  outside  auditor's
             independence;

         o   to meet with the Company's outside auditor, including private meetings, as necessary (i) to review the
             arrangements  for,  procedures to be utilized,  and scope of the annual audit and any specific audits,
             (ii) to discuss any matters of concern relating to the Company's financial  statements,  including any
             adjustments to such  statements  recommended by the auditor,  disagreements  with  management or other
             significant issues encountered in connection with the audit work, (iii) to review the annual financial
             statements of the Company and  significant  accounting  policies  underlying  the statements and their
             presentation to the public in the annual or other reports, (iv) to consider the auditor's comments and
             recommendations with respect to the Company's financial policies,  procedures and adequacy of internal
             accounting  controls and the Company's  responses  thereto,  and (v) to review the form of opinion the
             auditor proposes to render;

         o   to  consider  the  appropriateness  of and  effect  upon the  Company  of any  significant  changes in
             accounting principles or practices proposed by the Company or the auditor;

         o   to review legal and regulatory matters that may have a material impact on the financial  statements of
             the Company, including company compliance policies and procedures;

         o   to review the fees charged by the auditor for audit or non-audit services;

         o   to investigate improprieties or suspected improprieties in the Company's financial operations;

         o   to perform such other functions as required by law, the Company's bylaws or the Board; and

         o   to report activities to the Board on a regular basis and to make such  recommendations with respect to
             the above and other matters as the Audit Committee may deem necessary or appropriate.

5.       The Audit  Committee  shall have a chairman,  who shall be elected by a majority vote of the Board,  shall
meet on a regular basis, and shall hold special meetings as  circumstances  require.  The Audit Committee shall act
by majority vote of its members.

6.       The Audit  Committee  shall meet regularly with the financial  officers of the Company,  with the internal
auditor, if any, and with other officers as it deems appropriate.

7.       The  Audit   Committee   shall  have  the   resources   and   authority   appropriate   to  discharge  its
responsibilities,  including  the  authority to retain  special  counsel and other  experts or  consultants  at the
expense of the Company.

8.       The Audit  Committee  shall prepare a report for inclusion in the Company's proxy statement for its annual
meeting of shareholders in accordance with applicable requirements of the U.S. Securities and Exchange Commission.

9.       The Audit  Committee  shall  review and  reassess  the  adequacy  of this  Charter on an annual  basis and
recommend any changes to the Board.


                                                                                                          Exhibit B


                                               PUBLIC STORAGE, INC.

                                       2001 STOCK OPTION AND INCENTIVE PLAN

         Public Storage,  Inc., a California  corporation (the "Company"),  sets forth herein the terms of its 2001
Stock Option and Incentive Plan (the "Plan") as follows:

         1.       PURPOSE

         The Plan is intended to enhance the  Company's  ability to attract and retain highly  qualified  officers,
key  employees,  outside  directors,  and other persons to advance the  interests of the Company by providing  such
persons with stronger  incentives to continue to serve the Company and its  affiliates  (as defined  herein) and to
expend  maximum  effort to improve the  business  results  and  earnings  of the  Company.  The Plan is intended to
accomplish  this  objective  by  providing  to  eligible  persons an  opportunity  to acquire or  increase a direct
proprietary  interest in the operations  and future success of the Company.  To this end, the Plan provides for the
grant of stock options,  restricted  stock and restricted  stock units in accordance  with the terms hereof.  Stock
options granted under the Plan may be non-qualified  stock options or incentive stock options,  as provided herein,
except that stock options granted to outside directors shall in all cases be non-qualified stock options.

         2.       DEFINITIONS

         For purposes of interpreting the Plan and related documents  (including Award  Agreements),  the following
definitions shall apply:

         2.1      "affiliate"  of, or person  "affiliated"  with,  a person  means any  company  or other  trade or
business that  controls,  is  controlled by or is under common  control with such person within the meaning of Rule
405 of Regulation C under the 1933 Act (as defined herein).

         2.2      "Award  Agreement"  means the stock option  agreement,  restricted  stock  agreement,  restricted
stock unit agreement or other written  agreement  between the Company and a Grantee that evidences and sets out the
terms and conditions of a Grant.

         2.3      "Benefit Arrangement" shall have the meaning set forth in Section 14 hereof.

         2.4      "Board" means the Board of Directors of the Company.

         2.5      "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

         2.6      "Committee"  means  one or more  committees  of the  Board,  as  designated  from time to time by
resolution of the Board,  each of which shall have all powers,  privileges  and  obligations  vested by the Plan in
the Committee to the extent  specified in such  resolution.  At least one committee of the Board that is designated
by the Board as a  Committee  shall  consist  of no fewer than two  members of the Board,  none of whom shall be an
officer  or other  salaried  employee  of the  Company  or any  affiliate,  and each of whom  shall  qualify in all
respects as a  "non-employee  director"  within the meaning of Rule 16b-3 under the Exchange  Act or any  successor
rule or  regulation  and as an  "outside  director"  within the meaning of Section  162(m) of the Code.  Until such
time as the Board shall  determine  otherwise,  the Executive  Equity  Awards  Committee of the Board shall be such
Committee, and the Equity Awards Committee of the Board also shall be a Committee.

         2.7      "Company" means Public Storage, Inc.

         2.8      "Effective Date" means March 15, 2001, the date on which the Plan was adopted by the Board.

         2.9      "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as now in effect or as  hereafter
amended.

         2.10     "Fair  Market  Value"  means the  value of a share of Stock,  determined  as  follows:  if on the
Grant Date or other  determination date the Stock is listed on an established  national or regional stock exchange,
is admitted  to  quotation  on the Nasdaq  National  Market,  or is publicly  traded on an  established  securities
market,  the Fair Market Value of a share of Stock shall be the closing  price of the Stock on such  exchange or in
such market (the closing  price on the  principal  such  exchange or market if there is more than one such exchange
or market) on the Grant Date or such other  determination  date (or if there is no such reported closing price, the
Fair Market  Value shall be the mean  between the highest bid and lowest  asked  prices or between the high and low
sale prices on such trading  day) or, if no sale of Stock is reported  for such trading day, on the next  preceding
day on which any sale shall have been  reported.  If the Stock is not  listed on such an  exchange,  quoted on such
system or traded  on such a  market,  Fair  Market  Value  shall be the  value of the  Stock as  determined  by the
Committee in good faith.

         2.11     "Grant" means an award of an Option, Restricted Stock or Restricted Stock Units under the Plan.

         2.12     "Grant  Date" means (a) for Grants other than Grants to Outside  Directors,  the later of (i) the
date as of which the  Committee  approves  the Grant or  (ii) the  date as of which the  Grantee and the Company or
Service Provider enter into the relationship  resulting in the Grantee's  becoming eligible to receive a Grant, and
(b) for Grants to Outside Directors, the date on which such Grant is made in accordance with Section 7 hereof.

         2.13     "Grantee" means a person who receives or holds an Option,  Restricted  Stock or Restricted  Stock
Units under the Plan.

         2.14     "Incentive  Stock Option" means an "incentive  stock option" within the meaning of Section 422 of
the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

         2.15     "Option" means an option to purchase one or more shares of Stock pursuant to the Plan.

         2.16     "Option  Period"  means  the  period  during  which  Options  may be  exercised  as set  forth in
Section 11 hereof.

         2.17     "Option Price" means the purchase price for each share of Stock subject to an Option.

         2.18     "Other Agreement" shall have the meaning set forth in Section 14 hereof.

         2.19     "Outside Director" means a member of the Board who is not an officer or employee of the Company.

         2.20     "Plan" means the Public Storage, Inc. 2001 Stock Option and Incentive Plan.

         2.21     "Reporting  Person"  means a person who is required to file reports  under  Section 16(a)  of the
Exchange Act.

         2.22     "Restricted  Period" means the period  during which  Restricted  Stock or Restricted  Stock Units
are subject to restrictions or conditions pursuant to Section 13.2 hereof.

         2.23     "Restricted  Stock" means shares of Stock,  awarded to a Grantee  pursuant to Section 13  hereof,
that are subject to restrictions and to a risk of forfeiture.

         2.24     "Restricted  Stock Unit" means a unit awarded to a Grantee pursuant to Section 13  hereof,  which
represents  a  conditional  right to receive a share of Stock in the future,  and which is subject to  restrictions
and to a risk of forfeiture.

         2.25     "Securities Act" means the Securities Act of 1933, as now in effect or as hereafter amended.

         2.26     "Service  Provider"  means a  consultant  or adviser to the Company,  a manager of the  Company's
properties or affairs,  or other similar service provider or affiliate of the Company,  or any corporation or other
entity in which the Company owns at least a ninety  percent (90%)  economic  interest,  and employees of any of the
foregoing, as such persons may be designated from time to time by the Committee pursuant to Section 6 hereof.

         2.27     "Stock" means the common stock, par value $0.10 per share, of the Company.

         2.28     "Subsidiary"   means  any  "subsidiary   corporation"  of  the  Company  within  the  meaning  of
Section 424(f) of the Code.

         2.29     "Termination  Date"  shall be the date upon which an Option  shall  terminate  or expire,  as set
forth in Section 11.2 hereof.

         3.       ADMINISTRATION OF THE PLAN

         3.1      General.  Subject to Section 3.2 hereof,  the Plan shall be  administered  by the Committee.  The
Board may remove  members,  add members,  and fill  vacancies on the Committee from time to time, all in accordance
with the Company's articles of incorporation and by-laws and applicable law.

         3.2      Plenary  Authority of the  Committee.  Subject to Section 3.4 hereof,  the  Committee  shall have
such  powers and  authorities  related  to the  administration  of the Plan as are  consistent  with the  Company's
articles of  incorporation  and by-laws and  applicable  law. The Committee  shall have full power and authority to
take all  actions  and to make all  determinations  required  or  provided  for  under  the  Plan,  subject  to any
limitations  imposed by the resolutions of the Board  designating  and empowering  such  Committee,  and shall have
full power and authority to take all such other  actions and make all such other  determinations  not  inconsistent
with the specific terms and  provisions of the Plan that the Committee  deems to be necessary or appropriate to the
administration  of the Plan.  In the event,  however,  that more than one  committee of the Board is  authorized to
act as the  Committee,  (i) each such  committee  shall  have the  power and  authority  to take  actions  and make
determinations  required or provided for under an outstanding  Grant or Award Agreement only if such Grant or Award
Agreement was initially  authorized by such committee,  and (ii) only a committee comprised solely of "non-employee
directors"  within the meaning of Rule 16b-3 under the Exchange Act and "outside  directors"  within the meaning of
Section  162(m) of the Code shall have the  authority  to approve a Grant to any  officer  who is then a  Reporting
Person.  All such actions and  determinations  shall be by the affirmative vote of a majority of the members of the
Committee  present at a meeting or by unanimous  consent of the Committee  executed in writing in  accordance  with
the Company's  articles of  incorporation  and by-laws and applicable law. The  interpretation  and construction by
the Committee of any provision of the Plan, any Grant or any Award Agreement shall be final and conclusive.

         3.3      Discretionary  Grants.  Subject to  Section 3.4  hereof and to the other terms and  conditions of
the Plan, the Committee shall have full and final  authority to designate  Grantees,  (i) to  determine the type or
types of Grant to be made to a Grantee,  (ii) to  determine the number of shares of Stock to be subject to a Grant,
(iii) to  establish the terms and  conditions of each Grant  (including,  but not limited to, the exercise price of
any Option,  the nature and duration of any  restriction or condition (or provision for lapse thereof)  relating to
the vesting,  exercise,  transfer,  or forfeiture of a Grant or the shares of Stock subject thereto,  and any terms
or conditions that may be necessary to qualify Options as Incentive Stock Options),  (iv) to  prescribe the form of
each Award  Agreement  evidencing a Grant,  and (v) to amend,  modify,  or supplement the terms of any  outstanding
Grant;  provided,  however,  that the Committee  shall not have the  authority to reduce the exercise  price of any
outstanding Option other than pursuant to Section 17 hereof.  Such authority  specifically  includes the authority,
in order to  effectuate  the  purposes  of the Plan but without  amending  the Plan,  to modify  Grants to eligible
individuals who are foreign  nationals or are individuals who are employed  outside the  United States to recognize
differences  in local law, tax policy,  or custom.  As a condition to any  subsequent  Grant,  the Committee  shall
have the right, at its discretion,  to require  Grantees to return to the Company Grants  previously  awarded under
the Plan.  Subject  to the terms  and  conditions  of the  Plan,  any such new Grant  shall be upon such  terms and
conditions as are specified by the Committee at the time the new Grant is made.

         3.4      Grants to Outside  Directors.  With  respect to Grants of Options to Outside  Directors  pursuant
to Section 7 hereof, the Committee's  responsibilities  under the Plan shall be limited to taking all legal actions
necessary to document  the Options so granted,  to interpret  the Award  Agreements  evidencing  such  Options,  to
maintain  appropriate  records and reports regarding such Options,  and to take all acts authorized by this Plan or
otherwise reasonably necessary to effect the purposes hereof.

         3.5      No  Liability.  No member  of the Board or of the  Committee  shall be liable  for any  action or
determination made in good faith with respect to the Plan or any Grant or Award Agreement.

         3.6      Applicability  of Rule  16b-3.  Those  provisions  of the Plan that  make  express  reference  to
Rule 16b-3 under the Exchange Act shall apply only to Reporting Persons.

         4.       STOCK SUBJECT TO THE PLAN

         Subject to  adjustment  as provided in  Section 17  hereof,  the number of shares of Stock  available  for
issuance  under the Plan shall be 5,000,000.  Stock issued or to be issued under the Plan shall be  authorized  but
unissued  shares.  If any shares  covered by a Grant are not purchased or are  forfeited,  or if a Grant  otherwise
terminates  without delivery of any Stock subject  thereto,  then the number of shares of Stock counted against the
aggregate  number of shares  available  under the Plan with respect to such Grant shall,  to the extent of any such
forfeiture or termination, again be available for making Grants under the Plan.

         5.       EFFECTIVE DATE AND TERM OF THE PLAN

         5.1      Effective  Date.  The Plan shall be effective as of the  Effective  Date,  subject to approval of
the Plan within one year of the  Effective  Date,  by a majority of the votes cast on the  proposal at a meeting of
shareholders,  provided  that the total  votes cast  represent  a majority  of all shares  entitled  to vote.  Upon
approval of the Plan by the  shareholders  of the Company as set forth above,  all Grants made under the Plan on or
after the Effective Date shall be fully  effective as if the  shareholders  of the Company had approved the Plan on
the Effective  Date. If the  shareholders  fail to approve the Plan within one year after the Effective  Date,  any
Grants made hereunder shall be null and void and of no effect.

         5.2      Term.  The Plan has no termination  date;  however,  no Incentive  Stock Option may be granted on
or after the tenth anniversary of the Effective Date.

         6.       DISCRETIONARY GRANTS

         6.1      Company or Subsidiary  Employees.  Grants  (including  Grants of Incentive  Stock Options) may be
made under the Plan to any  employee of the Company or of any  Subsidiary,  including  any such  employee who is an
officer or director of the Company or of any  Subsidiary,  as the Committee shall determine and designate from time
to time.

         6.2      Service   Providers.   Grants  may  be  made  under  the  Plan  to  any  Service  Provider  whose
participation  in the Plan is  determined  by the  Committee  to be in the best  interests of the Company and is so
designated  by the  Committee;  provided,  however,  that Grants to Service  Providers who are not employees of the
Company or of any Subsidiary shall not be Incentive Stock Options.

         6.3      Successive  Grants.  An  eligible  person  may  receive  more  than one  Grant,  subject  to such
restrictions as are provided herein.

         7.       GRANTS TO OUTSIDE DIRECTORS

         7.1      Initial  Grants of Options.  Each Outside  Director  who is initially  elected to the Board on or
after the Effective Date shall,  upon the date of his or her initial  election by the Board or the  shareholders of
the Company,  automatically  be awarded a Grant of an Option,  which shall not be an  Incentive  Stock  Option,  to
purchase 15,000 shares of Stock (which amount shall be subject to adjustment as provided in Section 17 hereof).

         7.2      Subsequent  Grants of Options.  Immediately  following each Annual Meeting of Shareholders of the
Company held after the Effective Date,  each Outside  Director then duly elected and serving (other than an Outside
Director  initially elected to the Board at such Annual Meeting of Shareholders)  shall  automatically be awarded a
Grant of an Option,  which shall not be an Incentive Stock Option,  to purchase 2,500 shares of Stock (which amount
shall be subject to adjustment as provided in  Section 17  hereof);  provided,  however,  that no Outside  Director
shall be eligible to receive a Grant of Options under this Section 7.2  unless such person  attended,  in person or
by  telephone,  at least  seventy-five  percent of the meetings held by the Board or, if a member of a committee of
the  Board,  held by both the Board and all  committees  of the  Board on which  such  person  served,  during  the
immediately  preceding  calendar  year (or such portion  thereof  during which the Outside  Director  served on the
Board and any such committees).

         7.3      Vesting.  Options  granted to Outside  Directors  pursuant to Sections  7.1 and 7.2 shall vest in
three equal annual  installments  in accordance  with the schedule set forth in the first  sentence of Section 11.1
hereof.

         8.       LIMITATIONS ON GRANTS

         8.1      Limitation  on Shares of Stock Subject to Grants.  The maximum  number of shares of Stock subject
to Options  that can be  awarded  under the Plan to any  person  eligible  for a Grant  under  Section 6  hereof is
2,500,000  during the first ten years  after the  Effective  Date and  250,000  per year  thereafter.  The  maximum
number of shares of Restricted  Stock that can be awarded under the Plan  (including for this purpose any shares of
Stock  represented by Restricted  Stock Units) to any person eligible for a Grant under Section 6 hereof is 250,000
per year.

         8.2      Limitations on Incentive  Stock  Options.  An Option shall  constitute an Incentive  Stock Option
only (i) if the Grantee of such Option is an employee of the  Company or any  Subsidiary  of the  Company;  (ii) to
the extent  specifically  provided in the related Award Agreement;  and (iii) to the extent that the aggregate Fair
Market  Value  (determined  at the time the Option is  granted)  of the  shares of Stock with  respect to which all
Incentive  Stock  Options  held by such Grantee  become  exercisable  for the first time during any  calendar  year
(under the Plan and all other plans of the Grantee's  employer and its affiliates) does not exceed  $100,000.  This
limitation shall be applied by taking Options into account in the order in which they were granted.

         9.       AWARD AGREEMENT

         Each Grant  pursuant to the Plan shall be evidenced by an Award  Agreement,  to be executed by the Company
and by the Grantee,  in such form or forms as the Committee  shall from time to time  determine.  Award  Agreements
granted from time to time or at the same time need not contain  similar  provisions  but shall be  consistent  with
the terms of the Plan.  Each Award  Agreement  evidencing a Grant of Options shall specify whether such Options are
intended to be non-qualified stock options or Incentive Stock Options.

         10.      OPTION PRICE

         The  Option  Price of each  Option  shall be fixed by the  Committee  and  stated in the  Award  Agreement
evidencing  such  Option.  The Option  Price  shall be the  aggregate  Fair  Market  Value on the Grant Date of the
shares of Stock  subject to the Option;  provided,  however,  that in the event that a Grantee  would  otherwise be
ineligible to receive an Incentive  Stock Option by reason of the  provisions  of Sections  422(b)(6) and 424(d) of
the Code (relating to ownership of more than ten percent of the Company's  outstanding  Stock), the Option Price of
an Option  granted to such  Grantee  that is intended to be an  Incentive  Stock  Option shall be not less than the
greater  of the par value of a share of Stock or 110  percent of the Fair  Market  Value of a share of Stock on the
Grant Date.  In no case shall the Option Price of any Option be less than the par value of a share of Stock.

         11.      VESTING, TERM AND EXERCISE OF OPTIONS

         11.1     Vesting and Option  Period.  Unless  otherwise  provided  in an Award  Agreement  evidencing  the
Grant of an Option,  each Option granted under the Plan shall become  exercisable in accordance  with the following
schedule:  (i) prior to the first  anniversary of the Grant Date, the Option shall not be exercisable;  (ii) on the
first  anniversary of the Grant Date, the Option shall become  exercisable  with respect to one-third of the shares
of Stock  subject to such  Option;  (iii) on  the second  anniversary  of the Grant Date,  the Option  shall become
exercisable  with respect to an additional  one-third of the shares of Stock subject to such Option and (iv) on the
third  anniversary of the Grant Date, the Option shall become  exercisable  with respect to the remaining shares of
Stock subject to such Option and shall remain  exercisable in full up to (but not including) the  Termination  Date
(as defined in  Section 11.2  hereof).  For purposes of this  Section 11.1,  fractional  numbers of shares of Stock
subject to an Option shall be rounded down to the next nearest  whole  number.  The period  during which any Option
shall be exercisable in accordance  with the foregoing  schedule shall  constitute the "Option Period" with respect
to such Option.

         11.2     Term.  Each Option granted under the Plan shall  terminate,  and all rights to purchase shares of
Stock  thereunder  shall cease,  upon the  expiration  of ten years from the date such Option is granted,  or under
such  circumstances  and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee
and stated in the Award Agreement  relating to such Option (the "Termination  Date");  provided,  however,  that in
the event that the Grantee  would  otherwise be  ineligible  to receive an Incentive  Stock Option by reason of the
provisions  of Sections  422(b)(6)  and 424(d) of the Code  (relating  to ownership of more than ten percent of the
outstanding  Stock),  an Option granted to such Grantee that is intended to be an Incentive  Stock Option shall not
be exercisable after the expiration of five years from its Grant Date.

         11.3     Acceleration.  Any limitation on the exercise of an Option  contained in any Award  Agreement may
be  rescinded,  modified  or waived by the  Committee,  in its sole  discretion,  at any time and from time to time
after  the  Grant  Date of such  Option,  so as to  accelerate  the  time at which  the  Option  may be  exercised.
Notwithstanding  any other  provision of the Plan, no Option shall be  exercisable in whole or in part prior to the
date the Plan is approved by the shareholders of the Company as provided in Section 5.1 hereof.

         11.4     Termination of Employment or Other  Relationship.  Upon the  termination (i) of the employment of
a Grantee with the Company or a Service Provider,  (ii) of a Service Provider's  relationship with the Company,  or
(iii) of an Outside Director's service to the Company,  other than, in the case of individuals,  by reason of death
or "permanent and total  disability"  (within the meaning of  Section 22(e)(3)  of the Code), any Option or portion
thereof held by such Grantee that has not vested in accordance  with the  provisions of  Section 11.1  hereof shall
terminate  immediately,  and any Option or portion  thereof that has vested in  accordance  with the  provisions of
Section 11.1  hereof but has not been  exercised  shall  terminate  at the close of business on the  thirtieth  day
following the Grantee's termination of service,  employment,  or other relationship,  unless the Committee,  in its
discretion,  extends the period during which the Option may be exercised  (which period may not be extended  beyond
the original  term of the Option).  Upon  termination  of an Option or portion  thereof,  the Grantee shall have no
further right to purchase  shares of Stock pursuant to such Option or portion  thereof.  Whether a leave of absence
or leave on military or government  service shall  constitute a termination  of employment for purposes of the Plan
shall be  determined by the  Committee,  which  determination  shall be final and  conclusive.  For purposes of the
Plan, a termination of  employment,  service or other  relationship  shall not be deemed to occur if the Grantee is
immediately  thereafter  employed  with the  Company  or any other  Service  Provider,  or is  engaged as a Service
Provider  or an Outside  Director of the  Company.  Whether a  termination  of a Service  Provider's  or an Outside
Director's  relationship  with the  Company  shall  have  occurred  shall be  determined  by the  Committee,  which
determination shall be final and conclusive.

         11.5     Rights in the Event of Death.  If a Grantee  dies  while  employed  by the  Company  or a Service
Provider,  or while  serving as a Service  Provider or an Outside  Director,  all Options  granted to such  Grantee
shall fully vest on the date of death,  and the executors or  administrators  or legatees or  distributees  of such
Grantee's  estate  shall have the right,  at any time  within one year after the date of such  Grantee's  death (or
such longer period as the  Committee,  in its  discretion,  may determine  prior to the expiration of such one-year
period) and prior to  termination  of the Option  pursuant to  Section 11.2  above,  to exercise any Option held by
such Grantee at the date of such Grantee's death.

         11.6     Rights in the Event of  Disability.  If a Grantee  terminates  employment  with the  Company or a
Service  Provider,  or (if the Grantee is a Service Provider who is an individual or is an Outside Director) ceases
to provide services to the Company,  in either case by reason of the "permanent and total  disability"  (within the
meaning of  Section 22(e)(3)  of the Code) of such Grantee,  such  Grantee's  Options shall  continue to vest,  and
shall be  exercisable  to the extent  that they are  vested,  for a period of one year after  such  termination  of
employment or service (or such longer  period as the  Committee,  in its  discretion,  may  determine  prior to the
expiration of such  one-year  period),  subject to earlier  termination  of the Option as provided in  Section 11.2
above.  Whether a termination  of  employment  or service is to be  considered  by reason of  "permanent  and total
disability" for purposes of the Plan shall be determined by the Committee,  which  determination shall be final and
conclusive.

         11.7     Limitations  on  Exercise  of Option.  Notwithstanding  any other  provision  of the Plan,  in no
event  may any  Option  be  exercised,  in  whole  or in part,  prior  to the  date  the  Plan is  approved  by the
shareholders  of the Company as provided  herein,  or after ten years  following  the date upon which the Option is
granted,  or after the occurrence of an event referred to in Section 17  hereof which results in termination of the
Option.

         11.8     Method of Exercise.  An Option that is  exercisable  may be exercised by the  Grantee's  delivery
to the Company of written notice of exercise on any business day, at the Company's  principal office,  addressed to
the  attention  of the  Committee.  Such notice  shall  specify the number of shares of Stock with respect to which
the Option is being  exercised  and shall be  accompanied  by payment in full of the Option Price of the shares for
which the Option is being  exercised.  The  minimum  number of shares of Stock with  respect to which an Option may
be  exercised,  in whole or in part,  at any time shall be the lesser of  (i) 100 shares  or such lesser number set
forth in the applicable  Award  Agreement and (ii) the  maximum  number of shares  available for purchase under the
Option at the time of exercise.  Payment of the Option Price for the shares  purchased  pursuant to the exercise of
an Option  shall be made (i) in cash or in cash  equivalents;  (ii) through  the tender to the Company of shares of
Stock,  which shares shall be valued,  for  purposes of  determining  the extent to which the Option Price has been
paid  thereby,  at their Fair Market Value on the date of exercise,  and which  shares,  if acquired by the Grantee
from the Company,  shall have been held by the Grantee for at least six months;  or (iii) by a  combination  of the
methods  described in (i) and (ii).  The Committee may provide,  by inclusion of  appropriate  language in an Award
Agreement,  that payment in full of the Option Price need not  accompany  the written  notice of exercise  provided
that the notice of exercise  directs that the  certificate  or  certificates  for the shares of Stock for which the
Option is exercised be delivered to a licensed  broker  acceptable  to the Company as the agent for the  individual
exercising the Option and, at the time such  certificate or certificates  are delivered,  the broker tenders to the
Company cash (or cash  equivalents  acceptable  to the  Company)  equal to the Option Price for the shares of Stock
purchased  pursuant to the exercise of the Option plus the amount (if any) of federal  and/or other taxes which the
Company may in its  judgment,  be required to withhold  with respect to the  exercise of the Option.  An attempt to
exercise any Option  granted  hereunder  other than as set forth above shall be invalid and of no force and effect.
Unless  otherwise stated in the applicable  Award  Agreement,  an individual  holding or exercising an Option shall
have none of the  rights of a  shareholder  (for  example,  the  right to  receive  cash or  dividend  payments  or
distributions  attributable  to the subject shares of Stock or to direct the voting of the subject shares of Stock)
until the shares of Stock  covered  thereby  are fully paid and issued to him.  Except as  provided  in  Section 17
hereof,  no  adjustment  shall be made for  dividends,  distributions  or other rights for which the record date is
prior to the date of such issuance.

         11.9     Delivery of Stock  Certificates.  Promptly  after the  exercise of an Option by a Grantee and the
payment in full of the Option  Price,  such  Grantee  shall be entitled to the issuance of a stock  certificate  or
certificates evidencing his or her ownership of the shares of Stock subject to the Option.

         12.      TRANSFERABILITY OF OPTIONS

         Each Option granted pursuant to this Plan shall, during a Grantee's  lifetime,  be exercisable only by the
Grantee  or  his or her  permitted  transferees,  and  neither  the  Option  nor  any  right  thereunder  shall  be
transferable  by the  Grantee,  by  operation  of law or  otherwise,  other  than as may be  provided  in the Award
Agreement  evidencing  such Option or as may be provided  by will or the laws of descent and  distribution.  Except
as may be provided in the Award  Agreement  evidencing an Option,  no Option shall be pledged or  hypothecated  (by
operation of law or otherwise) or subject to execution, attachment or similar processes.

         13.      RESTRICTED STOCK

         13.1     Grant of Restricted  Stock or Restricted  Stock Units.  The Committee may from time to time grant
Restricted  Stock or  Restricted  Stock Units to persons  eligible to receive such Grants as set forth in Section 6
hereof, subject to such restrictions, conditions and other terms as the Committee may determine.

         13.2     Restrictions.  At the time a Grant of  Restricted  Stock or Restricted  Stock Units is made,  the
Committee  shall  establish a period of time (the  "Restricted  Period")  applicable  to such  Restricted  Stock or
Restricted  Stock Units.  Each Grant of Restricted  Stock or  Restricted  Stock Units may be subject to a different
Restricted  Period.  The  Committee  may,  in its  sole  discretion,  at the time a Grant  of  Restricted  Stock or
Restricted  Stock  Units is made,  prescribe  restrictions  in  addition  to or other  than the  expiration  of the
Restricted  Period,  including the  satisfaction of corporate or individual  performance  objectives,  which may be
applicable to all or any portion of the Restricted  Stock or Restricted Stock Units.  Such  performance  objectives
shall be  established  in writing by the  Committee  prior to the  ninetieth  day of the year in which the Grant is
made and while the  outcome is  substantially  uncertain.  Performance  objectives  shall be based on Stock  price,
market share,  sales,  earnings per share, return on equity or costs.  Performance  objectives may include positive
results,  maintaining the status quo or limiting  economic losses.  The Committee also may, in its sole discretion,
shorten or terminate the Restricted  Period or waive any other  restrictions  applicable to all or a portion of the
Restricted  Stock or Restricted  Stock Units.  Neither  Restricted  Stock nor  Restricted  Stock Units may be sold,
transferred,  assigned,  pledged or otherwise  encumbered or disposed of during the  Restricted  Period or prior to
the  satisfaction of any other  restrictions  prescribed by the Committee with respect to such Restricted  Stock or
Restricted Stock Units.

         13.3     Restricted  Stock  Certificates.  The Company  shall  issue,  in the name of each Grantee to whom
Restricted Stock has been granted,  stock certificates  representing the total number of shares of Restricted Stock
granted to the  Grantee,  as soon as  reasonably  practicable  after the Grant Date.  The  Secretary of the Company
shall hold such  certificates  for the Grantee's  benefit until such time as the  Restricted  Stock is forfeited to
the Company, or the restrictions lapse.

         13.4     Rights of Holders of  Restricted  Stock.  Unless the  Committee  otherwise  provides  in an Award
Agreement,  holders of  Restricted  Stock  shall  have the right to vote such  Stock and the right to  receive  any
dividends  declared or paid with  respect to such Stock.  The  Committee  may provide  that any  dividends  paid on
Restricted  Stock  must be  reinvested  in shares of Stock,  which may or may not be  subject  to the same  vesting
conditions  and  restrictions  applicable  to such  Restricted  Stock.  All  distributions,  if any,  received by a
Grantee with respect to Restricted  Stock as a result of any stock split,  stock  dividend,  combination of shares,
or other similar transaction shall be subject to the restrictions applicable to the original Grant.

         13.5     Rights of Holders of  Restricted  Stock  Units.  Unless the  Committee  otherwise  provides in an
Award  Agreement,  holders of  Restricted  Stock Units shall have no rights as  stockholders  of the  Company.  The
Committee may provide in an Award  Agreement  evidencing a Grant of Restricted  Stock Units that the holder of such
Restricted  Stock  Units  shall be  entitled  to  receive,  upon the  Company's  payment of a cash  dividend on its
outstanding  Stock,  a cash  payment for each  Restricted  Stock Unit held as of the record date for such  dividend
equal to the  per-share  dividend paid on the Stock.  Such Award  Agreement may also provide that such cash payment
will be deemed  reinvested in additional  Restricted Stock Units at a price per unit equal to the Fair Market Value
of a share of Stock on the date that such dividend is paid.

         13.6     Termination  of Employment or Other  Relationship.  Upon the  termination  of the employment of a
Grantee with the Company or a Service  Provider,  or of a Service  Provider's  relationship  with the  Company,  in
either  case  other  than,  in the case of  individuals,  by reason of death or  "permanent  and total  disability"
(within the meaning of  Section 22(e)(3)  of the Code), any Restricted Stock or Restricted Stock Units held by such
Grantee that has not vested,  or with respect to which all applicable  restrictions and conditions have not lapsed,
shall  immediately be deemed  forfeited,  unless the  Committee,  in its  discretion,  determines  otherwise.  Upon
forfeiture of Restricted  Stock or Restricted  Stock Units,  the Grantee shall have no further  rights with respect
to such Grant,  including but not limited to any right to vote Restricted  Stock or any right to receive  dividends
with  respect to shares of  Restricted  Stock or  Restricted  Stock  Units.  Whether a leave of absence or leave on
military or government  service  shall  constitute a  termination  of employment  for purposes of the Plan shall be
determined  by the  Committee,  which  determination  shall be final and  conclusive.  For  purposes of the Plan, a
termination  of  employment,  service  or other  relationship  shall  not be  deemed  to occur  if the  Grantee  is
immediately  thereafter  employed  with the  Company  or any other  Service  Provider,  or is  engaged as a Service
Provider.  Whether a termination of a Service  Provider's  relationship  with the Company shall have occurred shall
be determined by the Committee, which determination shall be final and conclusive.

         13.7     Rights in the Event of Death.  If a Grantee  dies  while  employed  by the  Company  or a Service
Provider or while serving as a Service  Provider,  all Restricted  Stock or Restricted  Stock Units granted to such
Grantee shall fully vest on the date of death,  and the shares of Stock  represented  thereby shall be  deliverable
in  accordance  with the  terms of the Plan to the  executors,  administrators,  legatees  or  distributees  of the
Grantee's estate.

         13.8     Rights in the Event of  Disability.  If a Grantee  terminates  employment  with the  Company or a
Service  Provider,  or (if the Grantee is a Service  Provider who is an individual)  ceases to provide  services to
the  Company,  in  either  case  by  reason  of the  "permanent  and  total  disability"  (within  the  meaning  of
Section 22(e)(3)  of the Code) of such Grantee,  such Grantee's  Restricted  Stock or Restricted  Stock Units shall
continue  to vest in  accordance  with  the  applicable  Award  Agreement  for a  period  of one  year  after  such
termination  of employment or service (or such longer period as the  Committee,  in its  discretion,  may determine
prior to the expiration of such one-year  period),  subject to the earlier  forfeiture of such Restricted  Stock or
Restricted  Stock Units in accordance with the terms of the applicable  Award  Agreement.  Whether a termination of
employment or service is to be considered by reason of "permanent  and total  disability"  for purposes of the Plan
shall be determined by the Committee, which determination shall be final and conclusive.

         13.9     Delivery of Stock and Payment  Therefor.  Upon the  expiration or  termination  of the Restricted
Period and the satisfaction of any other  conditions  prescribed by the Committee,  the restrictions  applicable to
shares of  Restricted  Stock or  Restricted  Stock  Units  shall  lapse,  and,  upon  payment by the Grantee to the
Company,  in cash or by check,  of the aggregate par value of the shares of Stock  represented  by such  Restricted
Stock or  Restricted  Stock  Units,  a stock  certificate  for such  shares  shall be  delivered,  free of all such
restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case may be.

         14.      PARACHUTE LIMITATIONS

         Notwithstanding  any other provision of this Plan or of any other  agreement,  contract,  or understanding
heretofore  or  hereafter  entered  into by a Grantee  with the  Company or any  Subsidiary,  except an  agreement,
contract,  or  understanding  hereafter  entered  into that  expressly  modifies  or excludes  application  of this
paragraph (an "Other  Agreement"),  and  notwithstanding  any formal or informal plan or other  arrangement for the
direct or indirect  provision  of  compensation  to the Grantee  (including  groups or classes of  participants  or
beneficiaries of which the Grantee is a member),  whether or not such  compensation is deferred,  is in cash, or is
in the form of a benefit to or for the  Grantee  (a  "Benefit  Arrangement"),  if the  Grantee  is a  "disqualified
individual,"  as defined in  Section 280G(c)  of the Code, any Option,  Restricted  Stock or Restricted  Stock Unit
held by that  Grantee  and any right to  receive  any  payment  or other  benefit  under this Plan shall not become
exercisable  or vested (i) to the extent that such right to exercise,  vesting,  payment,  or benefit,  taking into
account all other rights,  payments,  or benefits to or for the Grantee under this Plan, all Other Agreements,  and
all Benefit  Arrangements,  would cause any payment or benefit to the Grantee  under this Plan to be  considered  a
"parachute payment" within the meaning of  Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment")
and  (ii) if,  as a result of  receiving a Parachute  Payment,  the  aggregate  after-tax  amounts  received by the
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Grantee from the Company under this Plan, all Other  Agreements,  and all Benefit  Arrangements  would be less than
the maximum  after-tax  amount that could be received by the Grantee without causing any such payment or benefit to
be  considered  a  Parachute  Payment.  In the event  that the  receipt  of any such  right to  exercise,  vesting,
payment,  or benefit under this Plan, in  conjunction  with all other rights,  payments,  or benefits to or for the
Grantee  under any Other  Agreement or any Benefit  Arrangement  would cause the Grantee to be  considered  to have
received  a  Parachute  Payment  under this Plan that would have the  effect of  decreasing  the  after-tax  amount
received by the Grantee as described in  clause (ii)  of the  preceding  sentence,  then the Grantee shall have the
right,  in the Grantee's sole  discretion,  to designate those rights,  payments,  or benefits under this Plan, any
Other  Agreements,  and any Benefit  Arrangements  that should be reduced or  eliminated  so as to avoid having the
payment or benefit to the Grantee under this Plan be deemed to be a Parachute Payment.

         15.      REQUIREMENTS OF LAW

         15.1     General.  The  Company  shall  not be  required  to sell or issue any  shares of Stock  under any
Grant if the sale or issuance of such shares would  constitute a violation  by the  Grantee,  any other  individual
exercising  an Option,  or the Company of any provision of any law or  regulation  of any  governmental  authority,
including  without  limitation  any federal or state  securities  laws or  regulations.  If at any time the Company
shall  determine,  in its discretion,  that the listing,  registration or  qualification of any shares subject to a
Grant upon any  securities  exchange or under any  governmental  regulatory  body is  necessary  or  desirable as a
condition  of, or in  connection  with,  the  issuance or purchase of shares  hereunder,  no shares of Stock may be
issued or sold to the Grantee or any other  individual  exercising  an Option  pursuant  to such Grant  unless such
listing,  registration,  qualification,  consent or  approval  shall have been  effected  or  obtained  free of any
conditions  not  acceptable  to the  Company,  and any delay  caused  thereby  shall in no way  affect  the date of
termination of the Grant.  Specifically,  in connection  with the  Securities  Act, upon the exercise of any Option
or the  delivery  of any  shares  of  Restricted  Stock  or  Stock  underlying  Restricted  Stock  Units,  unless a
registration  statement under such Act is in effect with respect to the shares of Stock covered by such Grant,  the
Company  shall  not be  required  to sell  or  issue  such  shares  unless  the  Committee  has  received  evidence
satisfactory  to it that the  Grantee  or any  other  individual  exercising  an Option  may  acquire  such  shares
pursuant to an exemption from  registration  under the Securities Act. Any  determination in this connection by the
Committee  shall be final,  binding,  and  conclusive.  The Company  may,  but shall in no event be  obligated  to,
register any  securities  covered  hereby  pursuant to the  Securities  Act. The Company  shall not be obligated to
take any  affirmative  action  in order to cause the  exercise  of an  Option  or the  issuance  of shares of Stock
pursuant to the Plan to comply with any law or regulation of any  governmental  authority.  As to any  jurisdiction
that expressly  imposes the requirement  that an Option shall not be exercisable  until the shares of Stock covered
by such Option are  registered or are exempt from  registration,  the exercise of such Option (under  circumstances
in which  the laws of such  jurisdiction  apply)  shall  be  deemed  conditioned  upon  the  effectiveness  of such
registration or the availability of such an exemption.

         15.2     Rule 16b-3.  It is the intent of the Company  that Grants  pursuant to the Plan and the  exercise
of Options  granted  hereunder  will qualify for the  exemption  provided by Rule 16b-3 under the Exchange  Act. To
the extent that any  provision  of the Plan or action by the  Committee  does not comply with the  requirements  of
Rule 16b-3, it shall be deemed  inoperative to the extent  permitted by law and deemed  advisable by the Committee,
and shall not affect the  validity  of the Plan.  In the event  that Rule 16b-3 is revised or  replaced,  the Board
may exercise its  discretion  to modify this Plan in any respect  necessary to satisfy the  requirements  of, or to
take advantage of any features of, the revised exemption or its replacement.

         16.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend,  suspend,  or terminate the Plan as to any shares
of Stock as to which Grants have not been made;  provided,  however,  that the Board shall not, without approval of
the  Company's  shareholders,  amend the Plan such that it does not comply  with the Code.  The  Company may retain
the right in an Award  Agreement to cause a forfeiture  of the gain realized by a Grantee on account of the Grantee
taking actions in "competition  with the Company," as defined in the applicable Award Agreement.  Furthermore,  the
Company  may annul a Grant if the Grantee is an employee of the  Company or an  affiliate  and is  terminated  "for
cause" as defined in the  applicable  Award  Agreement.  Except as permitted  under this  Section 16  or Section 17
hereof, no amendment,  suspension,  or termination of the Plan shall, without the consent of the Grantee,  alter or
impair rights or obligations under any Grant theretofore awarded under the Plan.

         17.      EFFECT OF CHANGES IN CAPITALIZATION

         17.1     Changes in Stock.  If the number of  outstanding  shares of Stock is  increased  or  decreased or
the shares of Stock are changed  into or  exchanged  for a different  number or kind of shares or other  securities
of the Company on account of any  recapitalization,  reclassification,  stock split, reverse split,  combination of
shares,  exchange of shares,  stock dividend or other  distribution  payable in capital stock, or other increase or
decrease in such shares effected  without  receipt of  consideration  by the Company  occurring after the Effective
Date, the number and kinds of shares for which Grants of Options,  Restricted  Stock and Restricted Stock Units may
be made under the Plan shall be adjusted  proportionately and accordingly by the Company.  In addition,  the number
and kind of shares for which Grants are outstanding shall be adjusted  proportionately  and accordingly so that the
proportionate  interest of the Grantee immediately  following such event shall, to the extent  practicable,  be the
same as immediately  before such event.  Any such adjustment in outstanding  Options shall not change the aggregate
Option Price payable with respect to shares that are subject to the unexercised  portion of the Option  outstanding
but shall  include a  corresponding  proportionate  adjustment  in the Option  Price per  share.  In the event of a
spin-off  by the  Company  of the shares of a  subsidiary,  a stock  dividend  for which the  Company  will claim a
dividends paid deduction  under Section 561 of the Code (or any successor  provision),  or a pro rata  distribution
to all  shareholders  of other  assets of the  Company,  the  Committee  may,  but shall not be  required  to, make
appropriate  adjustments  to (i) the number and kind of shares or other  assets for which  outstanding  Options are
exercisable and (ii) the per-share exercise price of outstanding Options.

         17.2     Reorganization  in Which the Company Is the  Surviving  Entity and in Which No Change of Control
Occurs.  Subject to  Section 17.3  hereof,  if the Company  shall be the  surviving  entity in any  reorganization,
merger, or consolidation of the Company with one or more other entities,  any Option  theretofore  granted pursuant
to the Plan  shall  pertain  to and  apply to the  securities  to which a holder  of the  number of shares of Stock
subject  to  such  Option  would  have  been  entitled  immediately  following  such  reorganization,   merger,  or
consolidation,  with a corresponding  proportionate  adjustment of the Option Price per share so that the aggregate
Option Price  thereafter  shall be the same as the aggregate  Option Price of the shares  remaining  subject to the
Option  immediately prior to such  reorganization,  merger,  or consolidation.  Subject to any contrary language in
an Award Agreement  evidencing a Grant of Restricted  Stock, any  restrictions  applicable to such Restricted Stock
shall apply as well to any  replacement  shares received by the Grantee as a result of the  reorganization,  merger
or consolidation.

         17.3     Reorganization,  Sale of Assets or Sale of Stock Which  Involves a Change of Control.  Subject to
the  exceptions  set forth in the last  sentence  of this  Section 17.3,  (i) upon the  occurrence  of a "Change of
Control" (as defined  below),  all  outstanding  shares of  Restricted  Stock and  Restricted  Stock Units shall be
deemed to have vested,  and all  restrictions  and  conditions  applicable to such shares of  Restricted  Stock and
Restricted  Stock  Units  shall be deemed to have  lapsed  immediately  prior to the  occurrence  of such Change of
Control,  and  (ii)  fifteen  days  prior to the  scheduled  consummation  of a  Change  of  Control,  all  Options
outstanding  hereunder shall become  immediately  exercisable and shall remain  exercisable for a period of fifteen
days. Any exercise of an Option during such  fifteen-day  period shall be conditioned  upon the consummation of the
Change of Control and shall be effective only immediately  before the  consummation of the Change of Control.  Upon
consummation  of any Change of Control,  the Plan and all  outstanding  but  unexercised  Options shall  terminate.
The Committee  shall send written notice of an event that will result in such a termination to all  individuals who
hold Options not later than the time at which the Company gives notice  thereof to its  shareholders.  For purposes
of this  Section 17.3,  a "Change of Control"  shall be deemed to occur upon (i) the  dissolution or liquidation of
the Company or upon a merger,  consolidation,  or  reorganization of the Company with one or more other entities in
which the Company is not the surviving  entity,  (ii) a sale of  substantially  all of the assets of the Company to
another entity,  or (iii) any transaction  (including  without  limitation a merger or  reorganization in which the
Company is the  surviving  corporation)  which  results in any person or entity  (other  than  B. Wayne  Hughes and
members of his family and their  affiliates)  owning 50% or more of the  combined  voting  power of all  classes of
stock of the  Company.  This  Section 17.3  shall  not  apply to any  Change  of  Control  to the  extent  that (A)
provision  is made in writing in  connection  with such Change of Control for the  continuation  of the Plan or the
assumption  of the  Options,  Restricted  Stock  and  Restricted  Stock  Units  theretofore  granted,  or  for  the
substitution for such Options,  Restricted  Stock and Restricted  Stock Units of new options,  restricted stock and
restricted  stock units  covering  the stock of a  successor  corporation,  or a parent,  subsidiary  or  affiliate
thereof,  with appropriate  adjustments as to the number and kind of shares and exercise prices, in which event the
Plan and Options,  Restricted  Stock and Restricted  Stock Units  theretofore  granted shall continue in the manner
and under the terms so provided or (B) a majority of the full Board  determines  that such Change of Control  shall
not trigger application of the provisions of this Section 17.3.

         17.4     Adjustments.  Adjustments  under this Section 17  related to shares of Stock or securities of the
Company  shall  be made by the  Committee,  whose  determination  in that  respect  shall  be  final,  binding  and
conclusive.  No fractional  shares or other  securities  shall be issued pursuant to any such  adjustment,  and any
fractions  resulting from any such adjustment shall be eliminated in each case by rounding  downward to the nearest
whole share.

         17.5     No  Limitations on Company.  The making of Grants  pursuant to the Plan shall not affect or limit
in any way the right or power of the Company to make adjustments,  reclassifications,  reorganizations,  or changes
of its capital or business structure or to merge,  consolidate,  dissolve, or liquidate, or to sell or transfer all
or any part of its business or assets.

         18.      DISCLAIMER OF RIGHTS

         No  provision  in the Plan or in any  Grant or Award  Agreement  shall be  construed  to  confer  upon any
individual  the right to remain in the employ or service of the Company or any  affiliate,  or to  interfere in any
way with any  contractual or other right or authority of the Company or any Service  Provider either to increase or
decrease the  compensation  or other  payments to any  individual at any time,  or to terminate  any  employment or
other  relationship  between any individual and the Company or a Service  Provider.  No provision in the Plan or in
any Grant  awarded or Award  Agreement  entered  into  pursuant to the Plan shall be  construed  to confer upon any
individual the right to remain in the service of the Company as a director  (including as an Outside Director),  or
shall  interfere  with or  restrict  in any way the rights of the  Company's  shareholders  to remove any  director
pursuant to the provisions of the California  General  Corporation Law, as from time to time amended.  In addition,
notwithstanding  anything  contained in the Plan to the contrary,  unless  otherwise stated in the applicable Award
Agreement,  no Grant  awarded  under the Plan shall be affected by any change of duties or position of the Optionee
(including  a transfer to or from the Company or a Service  Provider),  so long as such  Grantee  continues to be a
director,  officer,  consultant,  employee,  or  independent  contractor  (as the case may be) of the  Company or a
Service  Provider.  The  obligation of the Company to pay any benefits  pursuant to this Plan shall be  interpreted
as a contractual  obligation to pay only those amounts  described  herein,  in the manner and under the  conditions
prescribed  herein.  The Plan shall in no way be  interpreted  to require the Company to transfer  any amounts to a
third  party  trustee  or  otherwise  hold any  amounts  in trust or  escrow  for  payment  to any  participant  or
beneficiary  under the terms of the Plan.  No Grantee  shall have any of the rights of a  shareholder  with respect
to the shares of Stock  subject to an Option except to the extent the  certificates  for such shares of Stock shall
have been issued upon the exercise of the Option.

         19.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan nor the  submission  of the Plan to the  shareholders  of the Company for
approval  shall be construed as creating any  limitations  upon the right and  authority of the Board to adopt such
other incentive  compensation  arrangements  (which  arrangements may be applicable  either generally to a class or
classes of individuals or  specifically to a particular  individual or particular  individuals) as the Board in its
discretion  determines  desirable,  including,  without  limitation,  the granting of stock options  otherwise than
under the Plan.

         20.      WITHHOLDING TAXES

         The Company,  a Subsidiary or a Service Provider,  as the case may be, shall have the right to deduct from
payments of any kind otherwise due to a Grantee any Federal,  state,  or local taxes of any kind required by law to
be withheld  with  respect to the vesting of or other  lapse of  restrictions  applicable  to  Restricted  Stock or
Restricted  Stock  Units or upon the  issuance of any shares of Stock upon the  exercise of an Option.  At the time
of such  vesting,  lapse,  or  exercise,  the  Grantee  shall pay to the  Company,  the  Subsidiary  or the Service
Provider,  as the case may be, any amount that the Company,  the Subsidiary or the Service  Provider may reasonably
determine to be necessary to satisfy such  withholding  obligation.  Subject to the prior  approval of the Company,
the  Subsidiary  or the Service  Provider,  which may be withheld by the  Company,  the  Subsidiary  or the Service
Provider, as the case may be, in its sole discretion,  the Grantee may elect to satisfy such obligations,  in whole
or in part,  (i) by  causing  the  Company,  the  Subsidiary  or the Service  Provider to withhold  shares of Stock
otherwise  issuable to the Grantee or (ii) by  delivering to the Company,  the  Subsidiary or the Service  Provider
shares of Stock  already  owned by the  Grantee.  The  shares  of Stock so  delivered  or  withheld  shall  have an
aggregate  Fair Market Value equal to such  withholding  obligations.  The Fair Market Value of the shares of Stock
used to satisfy such  withholding  obligation  shall be  determined by the Company,  the  Subsidiary or the Service
Provider  as of the date that the  amount of tax to be  withheld  is to be  determined.  A Grantee  who has made an
election  pursuant to this Section 20 may satisfy his or her withholding  obligation only with shares of Stock that
are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

         21.      CAPTIONS

         The use of captions in this Plan or any Award  Agreement  is for the  convenience  of  reference  only and
shall not affect the meaning of any provision of the Plan or such Award Agreement.

         22.      OTHER PROVISIONS

         Each Grant awarded under the Plan may contain such other terms and  conditions not  inconsistent  with the
Plan as may be determined by the Committee, in its sole discretion.

         23.      NUMBER AND GENDER

         With respect to words used in this Plan,  the singular form shall  include the plural form,  the masculine
gender shall include the feminine gender, etc., as the context requires.

         24.      SEVERABILITY

         If any provision of the Plan or any Award  Agreement  shall be  determined to be illegal or  unenforceable
by any court of law in any  jurisdiction,  the  remaining  provisions  hereof and thereof  shall be  severable  and
enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

         25.      GOVERNING LAW

         The validity and  construction  of this Plan and the instruments  evidencing the Grants awarded  hereunder
shall be governed by the laws of the State of California.

                                                    *    *    *

         The Plan was duly  adopted  and  approved by the Board of  Directors  of the Company as of the 15th day of
March, 2001.


                                                              /S/ SARAH HASS                              
                                                              Sarah Hass
                                                              Secretary of the Company

         The Plan was duly approved by the shareholders of the Company on the ______ day of _______________, 2001.


                                                                                                          
                                                              Sarah Hass
                                                              Secretary of the Company


   PRELIMINARY COPY


                                                                                             PROXY/INSTRUCTION CARD

                                               PUBLIC STORAGE, INC.

                                                701 Western Avenue
                                          Glendale, California 91201-2349

                   This Proxy/Instruction Card is Solicited on Behalf of the Board of Directors

                  The undersigned,  a record holder of Common Stock of Public Storage,  Inc. and/or a record holder
of  Depositary  Shares  ("Depositary  Shares")  Each  Representing  1/1,000  of a Share of Equity  Stock,  Series A
("Equity  Stock") of Public Storage,  Inc. and/or a participant in the PS  401(k)/Profit  Sharing Plan (the "401(k)
Plan"),  hereby (i) appoints  B. Wayne Hughes and Harvey Lenkin, or either of them, with power of substitution,  as
Proxies,  to  appear  and  vote,  as  designated  below,  all the  shares  of  Common  Stock  held of record by the
undersigned  on March 15,  2001,  at the Annual  Meeting of  Shareholders  to be held on May 10,  2001 (the "Annual
Meeting"),   and  any  adjournments  thereof,   and/or   (ii) authorizes  and  directs  Fleet  National  Bank  (the
"Depositary"),  through its nominee(s),  to vote or execute proxies to vote, as instructed  below, all Equity Stock
underlying  the  Depositary  Shares held of record by the  undersigned on March 15, 2001, at the Annual Meeting and
any  adjournments  thereof,  and/or (iii)  authorizes and directs the trustee of the 401(k) Plan (the "Trustee") to
vote  or  execute  proxies  to  vote,  as  instructed  below,  all the  shares  of  Common  Stock  credited  to the
undersigned's  account under the 401(k) Plan on March 15, 2001, at the Annual Meeting and any adjournments thereof,
and/or (iv)  authorizes  and directs the  Trustee to  instruct  (in person or by proxy) the  Depositary  to vote or
execute proxies to vote, as instructed  below,  all Equity Stock  underlying the Depositary  Shares credited to the
undersigned's  account  under the  401(k)  Plan on March 15,  2001,  at the  Annual  Meeting  and any  adjournments
thereof.  In their  discretion,  the Proxies and/or the  Depositary  and/or the Trustee are authorized to vote upon
such other business as may properly come before the meeting.


                  THE PROXIES,  THE  DEPOSITARY  AND/OR THE TRUSTEE WILL VOTE ALL SHARES OF COMMON STOCK AND EQUITY
STOCK TO WHICH THIS  PROXY/INSTRUCTION  CARD RELATES,  IN THE MANNER DIRECTED BY THE  UNDERSIGNED.  IF NO DIRECTION
IS GIVEN WITH RESPECT TO COMMON  STOCK  AND/OR  DEPOSITARY  SHARES HELD OF RECORD BY THE  UNDERSIGNED,  THE PROXIES
WILL VOTE SUCH COMMON STOCK,  AND/OR THE DEPOSITARY WILL VOTE THE EQUITY STOCK  UNDERLYING SUCH DEPOSITARY  SHARES,
FOR THE  ELECTION OF ALL  NOMINEES  LISTED ON THE REVERSE AND IN FAVOR OF ITEMS 2  AND 3.  IF NO DIRECTION IS GIVEN
WITH  RESPECT TO COMMON STOCK AND/OR  DEPOSITARY  SHARES  CREDITED TO THE  UNDERSIGNED'S  ACCOUNT  UNDER THE 401(k)
PLAN,  THE TRUSTEE WILL VOTE SUCH COMMON STOCK,  AND/OR THE TRUSTEE WILL INSTRUCT THE DEPOSITARY TO VOTE THE EQUITY
STOCK  UNDERLYING  SUCH DEPOSITARY  SHARES,  FOR THE ELECTION OF ALL NOMINEES LISTED ON THE REVERSE AND IN FAVOR OF
ITEMS 2 AND 3.


        CONTINUED AND TO BE SIGNED ON REVERSE SIDE                                            SEE REVERSE
                                                                                                  SIDE
                                                                                              -----------


 X  Please mark votes as in this example.

PLEASE  MARK, SIGN, DATE AND RETURN THIS PROXY/INSTRUCTION CARD IN THE ENCLOSED  ENVELOPE TO EQUISERVE, SHAREHOLDER
SERVICES DIVISION, P.O. BOX 9381, BOSTON, MA  02205-9381.

1.      Election of Directors

        Nominees:  B. Wayne Hughes, Harvey Lenkin, Marvin M. Lotz, B. Wayne Hughes, Jr., Robert J. Abernethy,
        Dann V. Angeloff, William C. Baker, Thomas J. Barrack, Jr., Uri P. Harkham and Daniel C. Staton.

               FOR                         WITHHELD
               ALL                         FROM ALL
        ___    NOMINEES              ___   NOMINEES

        ___    __________________________________________
                 For all nominees except as noted above

2.      Approval of an amendment to the Certificate of  Determination  of the Equity Stock to extend the date on or
        after which the Company may redeem the Equity Stock from March 31, 2005 to March 31, 2010.

               ___   FOR                 ___    AGAINST                   ___    ABSTAIN

3.      Approval of adoption of 2001 Stock Option and Incentive  Plan in the form of Exhibit B to the  accompanying
        Proxy Statement.

               ___   FOR                 ___    AGAINST                   ___    ABSTAIN

4.      Other matters:  In their discretion, the Proxies and/or the Depositary and/or the Trustee are authorized to
        vote upon such other business as may properly come before the meeting.

                                                                MARK HERE FOR ADDRESS CHANGE AND
                                                                NOTE AT LEFT    _____

The  undersigned  acknowledges  receipt of the Notice of Annual Meeting of  Shareholders  and Proxy Statement dated
March 27, 2001.

Please  sign  exactly as your name  appears.  Joint  owners  should  each  sign.  Trustees  and others  acting in a
representative capacity should indicate the capacity in which they sign.


Signature:____________________________ Date:_______________ Signature:_________________________ Date:______________


                                                                                                         APPENDIX A


                                              REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Shareholders
Public Storage, Inc.


We have audited the  accompanying  consolidated  balance sheets of Public  Storage,  Inc. as of December 31, 2000 and 1999,
and the related  consolidated  statements of income,  shareholders'  equity,  and cash flows for each of the three years in
the period ended  December 31, 2000.  Our audits also  included the  financial  statement  schedule  listed in the Index at
Item 14 (a).  These  financial  statements  and  financial  statement  schedule  are the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these financial  statements and financial  statement  schedule
based on our audits.

We conducted our audits in accordance  with auditing  standards  generally  accepted in the United States.  Those standards
require  that we plan and  perform the audit to obtain  reasonable  assurance  about  whether  the  consolidated  financial
statements  are free of material  misstatement.  An audit  includes  examining,  on a test basis,  evidence  supporting the
amounts and disclosures in the financial  statements.  An audit also includes assessing the accounting  principles used and
significant estimates made by management,  as well as evaluating the overall financial statement  presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  the consolidated  financial  statements  referred to above present fairly, in all material  respects,  the
consolidated  financial  position of Public Storage,  Inc. at December 31, 2000 and 1999, and the  consolidated  results of
its  operations  and its cash flows for each of the three years in the period ended  December 31, 2000, in conformity  with
accounting  principles  generally  accepted in the United States.  Also, in our opinion,  the related  financial  statement
schedule,  when considered in relation to the basic financial statements taken as a whole,  presents fairly in all material
respects the information set forth therein.


                                                              ERNST & YOUNG  L L P

Los Angeles, California

February 23, 2001

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PUBLIC STORAGE, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 10, 2001

PUBLIC STORAGE, INC.

701 Western Avenue Glendale, California 91201-2349

PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS

May 10, 2001

701 Western Avenue
Glendale, California 91201-2349

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS