RESTRUCTURING AGREEMENT



     This Restructuring Agreement (this "Agreement") is made and entered into as

of August 12, 2003, by AMERCO Real Estate Company, a Nevada corporation ("AREC")

and the signatories hereto that are holders of the Notes described below

(collectively, the "Noteholders"). AREC and the Noteholders are collectively

referred to herein as the "Parties" and individually as a "Party."



                                    RECITALS



     WHEREAS, AREC and the Noteholders have engaged in good faith negotiations

with the objective of reaching an agreement with regard to (i) the restructuring

of the $95,000,000 Senior Notes, Series A, due April 30, 2012 and the $5,000,000

Senior Notes, Series B, due April 30, 2007, issued by AREC (collectively, the

"Notes") under that certain Note Purchase Agreement dated March 15, 2002 (the

"Purchase Agreement"), between AREC and the Noteholders, and guaranteed by

AREC's parent, AMERCO, a Nevada corporation ("AMERCO"), under and pursuant to

the Purchase Agreement, and (ii) the recapitalization of AREC and AMERCO.



     WHEREAS, on June 20, 2003, AMERCO filed for relief under Chapter 11 of

Title 11 of the United States Code, 11 U.S.C. Section Section 101, et. seq. (the

"Bankruptcy Code"), which case is pending before the United States Bankruptcy

Court for the District of Nevada (the "Bankruptcy Court").



     WHEREAS, AREC and the Noteholders desire to implement the financial

restructuring consistent with this Agreement and the term sheet attached hereto

and incorporated herein by reference as Exhibit A (the "Term Sheet," and the

restructuring and recapitalization contemplated therein, the "Financial

Restructuring"), by AREC filing for relief under Chapter 11 of the Bankruptcy

Code on or before August 14, 2003 (the "AREC Petition Date"). AREC intends to

file a motion with the Bankruptcy Court requesting that its Chapter 11 Case be

consolidated, for administrative purposes only, with the Chapter 11 Case of

AMERCO (collectively, with any other bankruptcy cases filed by any affiliates or

subsidiaries of AMERCO or AREC under the Bankruptcy Code, the "Chapter 11

Cases").



     WHEREAS, in order to implement the Financial Restructuring, AREC intends,

subject to the terms and conditions of this Agreement and the Term Sheet, to

prepare a disclosure statement and a plan of reorganization consistent with the

terms set forth in this Agreement and the Term Sheet, to solicit acceptances of

such plan, and to file and seek approval of such Disclosure Statement and

confirmation of such plan in its administratively consolidated Chapter 11 Cases,

as expeditiously as possible under the Bankruptcy Code and the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules").



     WHEREAS, each Noteholder executing this Agreement (each a "Consenting

Noteholder" and collectively, the "Consenting Noteholders") owns or controls the

aggregate principal amount of indebtedness under the Notes ("Existing Noteholder

Obligations"), in each case as identified on the signature pages hereto.



     WHEREAS, in order to facilitate and expedite the implementation of the

Financial Restructuring, the Noteholders are prepared, subject to the terms and

conditions of this





{PAGE}

Agreement, to vote their respective Claims (as that term is defined in the

Bankruptcy Code) against AREC and AMERCO arising under the Notes and the

Purchase Agreement (the "Noteholder Claims") to accept the "Conforming Plan" (as

defined in Section 3 hereof).



                                   AGREEMENT



     NOW, THEREFORE, in consideration of the premises and the mutual covenants

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

the receipt and sufficiency of which are hereby acknowledged, the Parties

hereby as agree as follows:



     1.   Recitals.  Each of the foregoing Recitals  is incorporated hereby as

if fully set forth herein.



     2.   Filing of Reorganization Case.  AREC will commence its voluntary

Chapter 11 case by August 14, 2003, or such other date as may be agreed to in

writing by AREC and the Consenting Noteholders.



     3.   Conforming Plan, Conforming Disclosure Statement, Voting in Favor of

the Conforming Plan.



          (a)  For purposes of this Agreement, a "Conforming Plan" and a

     "Conforming Disclosure Statement" shall mean, respectively, a plan and

     disclosure statement, proposed by AREC and AMERCO pursuant to the

     Bankruptcy Code and reasonably acceptable  to the Consenting Noteholders,

     that shall:



               (i)   effectuate the Financial Restructuring, in accordance with

          the terms and conditions of this Agreement and the Term Sheet;



               (ii)  grant the Noteholders allowed claims in the Chapter 11

          Cases on account of the Noteholder Claims in the amount of (w) all

          outstanding principal on the Notes, (x) interest accrued and unpaid on

          the Notes from October 15, 2002 up to the AREC Petition Date, payable

          at the default rate, (y) interest accrued on the Notes from the AREC

          Petition Date up to the actual date of payment of amounts due to the

          Consenting Noteholders on the Effective Date pursuant to this

          Agreement and the Term Sheet, payable at the non-default rate, and (z)

          any applicable reasonable fees and expenses provided under the Notes

          and the Purchase Agreement, including, without limitation, all

          reasonable attorneys fees and other reasonable professional advisor

          fees (collectively, the "Allowed Noteholder Claims");



               (iii) comply with all material terms of this Agreement and the

          Term Sheet;



               (iv)  not otherwise prejudice rights, remedies, claims, interests

          of the Noteholders, including the Allowed Noteholder Claims, or the

          distributions to be made to the Noteholders under this Agreement and

          the Term Sheet. The Parties understand that the Conforming Plan and

          all related documents will contain

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