AGREEMENT This Agreement ("Agreement") is made and entered into this 17th day of October, 1995, by and between AMERCO, a Nevada corporation ("AMERCO"), EDWARD J. SHOEN ("E. Shoen"), JAMES P. SHOEN ("J. Shoen"), AUBREY K. JOHNSON ("Johnson"), JOHN M. DODDS ("Dodds"), and WILLIAM E. CARTY ("Carty") (E. Shoen, J. Shoen, Johnson, Dodds and Carty are sometimes collectively referred to hereinafter as the "Directors"). RECITALS: A. On or about August 2, 1988, the following individual plaintiffs instituted an action in the Maricopa County Superior Court, as Cause No. CV 88-20139 (the "Litigation"), against the Directors and Paul F. Shoen ("P. Shoen"): Leonard S. Shoen, Samuel W. Shoen, M.D., Mary Anna Shoen-Eaton, Cecilia M. Shoen Hanlon, Katrina M. Shoen-Carlson, Theresa Romero and Michael L. Shoen. At a subsequent time, the following corporate plaintiffs joined the Litigation: Samwill, Inc., Cemar, Inc. Kattydid, Inc., Thermar, Inc., LSS Inc., Mickl, Inc., and Maran, Inc. (Collectively, the individual plaintiffs and the corporate plaintiffs are referred to herein as the "Share Case Plaintiffs.") B. The Share Case Plaintiffs alleged in the Litigation various damages caused by certain actions of the Directors and P. Shoen in their capacity as Directors of AMERCO. C. On or about February 6, 1989, consistent with its Bylaws, AMERCO entered into Indemnification Agreements with each of the Directors, pursuant to which AMERCO agreed to indemnify the Directors to the fullest extent authorized by the laws of the State of Nevada (the "Indemnity Agreement"). D. On or about October 7, 1994, the jury in the Litigation returned its verdict and a damages award against the Directors and P. Shoen in the amount of approximately $1,480,000,000.00 (the "Jury Award"). The jury also returned a verdict of $70,000,000.00 in punitive damages against E. Shoen. E. On February 2, 1995, Maricopa County Superior Court Judge Thomas Dunevant, III ("Judge Dunevant") ruled on various post-trial motions in the Litigation and thereafter ordered a new trial unless the Share Case Plaintiffs accepted a remittitur of the Jury Award and the original punitive damages award. After acceptance of the remittitur by Plaintiffs, Judge Dunevant entered judgment (the "Judgment") against the Directors and P. Shoen, jointly and severally, in the aggregate of $461,838,000.00 (the "Damage Award") and against E. Shoen, individually, for punitive damages in the amount of $7,000,000.00 (the "Punitive Damage Award"). Pursuant to the Judgment, those Share Case Plaintiffs who own stock in AMERCO (the Shareholder Plaintiffs) are required to transfer to the Directors or their designee all AMERCO common stock held or owned by them ("Plaintiffs' AMERCO Stock"). Six of the Plaintiffs are not shareholders of AMERCO. F. Pursuant to AMERCO's corporate bylaws, AMERCO has certain rights of first refusal with respect to the common shares of the corporation. The Directors' rights to acquire the Shareholder Plaintiffs' AMERCO Stock pursuant to the Judgment are subject to these existing rights of first refusal. G. On or about February 21, 1995, each of the Directors filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona, which petition commenced their jointly administered reorganization cases (the "Reorganization Cases"). H. The Directors have filed plans of reorganization in the Reorganization Cases (collectively, including all amendments, modifications, and restatements, the "Plans"). The Bankruptcy Court set October 2, 1995 as the deadline to accept or reject the Plans and November 6, 1995 as the date when hearings will commence regarding confirmation of the Plans. The Directors participation in this agreement is subject to approval of the Bankruptcy Court in connection with the confirmation of the Plans. I. On or about March 27, 1995, E. Shoen filed a notice of appeal in the Arizona Court of Appeals regarding the Punitive Damage Award. Except as otherwise set forth herein, this Agreement does not settle the respective rights and obligations of E. Shoen and AMERCO regarding the Punitive Damage Award. J. Each of the Directors retain unexpired appeal rights with regard to the Damage Award (the "Appeal Rights"). If the Directors exercise the Appeal Rights, the Damage Award may be sustained and/or increased and AMERCO may be exposed to increased liability to the Directors under existing agreements with each Director, which liability includes the obligation to fund such an appeal. K. The Directors assert substantial claims against AMERCO related to or arising from the litigation, including, but not limited to, claims for financial losses, emotional distress, loss of business and/or professional reputation, loss of credit standing, breach of contract and other claims. The Directors assert that these substantial claims arise from the Directors' past and continuing service on the Board of Directors of AMERCO. L. On the day of and at all times subsequent to the Jury Award, the Directors made, and continue to make, demand that AMERCO make them whole. On or about October 4, 1995, the Directors (other than Carty) made a written demand upon AMERCO to make them whole. On October 6, Carty made a written demand upon AMERCO to make him whole. M. On September 19, 1995, Mary Anna Shoen-Eaton ("Mary Anna") and Maran, Inc. entered into a Settlement Agreement with the Directors and AMERCO, subject to Bankruptcy Court approval (the "Settlement Agreement"), under which the Directors or their designee will pay Mary Anna the sum of $41,352,083.00 in settlement and full satisfaction of all claims Mary Anna has against the Directors, AMERCO and its affiliates. On October 10, 1995, the Bankruptcy Court approved the Directors participation in the Settlement Agreement. N. On September 19, 1995 Maran, Inc. and the Directors entered into a Stock Purchase Agreement, (the "Stock Purchase Agreement") under which the Directors or their designee agree to pay the sum of $22,732,916.80 (the "Stock Purchase Amount") for the purchase of 3,343,076 AMERCO shares owned by Maran, Inc. On October 10, 1995, the Bankruptcy Court approved the Directors participation in the Stock Purchase Agreement. O. The Directors claim that the actions of the Directors that are the basis of the Damage Award were actions within the scope of Directors' duties as Directors of AMERCO, that such actions were undertaken in good faith for the benefit of AMERCO and that the claims asserted by the Directors to be made whole are meritorious. P. In recognition of the substantial risks to AMERCO associated with a claim under the indemnification agreements or an appeal of the Damage Award by the Directors, and to avoid the uncertainty of litigation between AMERCO and the Directors and the substantial expenses and costs associated therewith, in order to terminate and settle potential controversies between the parties arising from the Damage Award, in consideration of a release of certain substantial claims by the Directors against AMERCO, and in order to protect AMERCO's business relationship with lenders, customers and valuable employees, the Directors of AMERCO have authorized AMERCO to act as the funding source, as disclosed in the Plans, have further endorsed and ratified AMERCO's entering into and execution of the Settlement Agreement with Mary Anna and the Directors and have directed and authorized the officers of AMERCO to execute the AMERCO Release contemplated by this Agreement. Q. The Directors desire to resolve certain claims each has asserted against AMERCO related to the Damage Award in consideration for AMERCO undertaking the funding under Plans, executing the AMERCO Release contemplated by this Agreement, and undertaking the obligations set forth in the Settlement Agreement with Mary Anna and similar obligations that may be agreed upon between the Directors and the other Share Case Plaintiffs. As a further inducement, the Directors have agreed to continue their efforts to negotiate settlement agreements with the Share Case Plaintiffs that will include releases of AMERCO and its officers and agents from possible claims by the Share Case Plaintiffs, which releases are intended to parallel the releases presently secured by the Directors from Mary Anna, Timothy Eaton and Maran, Inc. The Directors and AMERCO pledge their mutual cooperation in obtaining such releases. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, the parties agree as follows. AGREEMENT: Subject to the confirmation of the Plans by the Bankruptcy Court and subject further to the Bankruptcy Courts approval of the Directors participation in the agreements and subject further to the execution by each Director of the Directors' Release, which is attached hereto as Exhibit "A" and incorporated herein by this reference, pursuant to and on the Effective Date of the Plans (as such date is defined in the Plans): 1. AMERCO shall fund the Plans, which funding may take the form of a payment of cash or property made directly to Plaintiffs in the nature of a restoration payment for the resolution of the Plaintiffs' claims of breach of fiduciary duty, as made in the Litigation, and in settlement of the Share Case Plaintiffs' claims for fiduciary liability, as alleged therein. 2. AMERCO shall execute the AMERCO Release attached hereto as Exhibit "B" and incorporated herein by this reference, and the Directors shall execute the Directors' Release attached hereto as Exhibit "A," which releases shall become effective upon the Effective Date of the Plans. Pursuant to the Directors' Release, the Directors shall release AMERCO, its officers, directors, employees, agents, representatives, accountants, attorneys, predecessors, successors, assigns and insurers of and from any and all actions, causes of action, suits, defenses, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind or character whatsoever, at law or in equity, in contract or in tort, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown, suspected or unsuspected that each has, or hereafter can, shall or may have for, upon, by reason of any matter, cause or thing whatsoever, directly or indirectly arising from or related to the Damage Award, except ------------- the matters described below as the "Reserved Claims." Notwith standing anything contained in this Agreement and the Directors' Release to the contrary, none of the Directors shall, by execution of this Agreement or the Directors' Release, release or waive any claim or right: (i) to indemnification from AMERCO as set forth in its Bylaws or in any other written agreement between AMERCO and any of the Directors except as related to the Damage Award; (ii) to be reimbursed for any legal fees and related costs or expenses incurred by the Directors in connection with the Litigation or Reorganization Cases; (iii) to indemnification from AMERCO for any adverse income tax consequences to any of the ----------------------------------- Directors as a result of the AMERCO funding of the Plans and/or requisition of the Plaintiffs' AMERCO Stock; (iv) to require AMERCO to satisfy any obligation that AMERCO has or may have regarding the Punitive Damage Award; or (v) to require that AMERCO satisfy any right a Director may have in, to or under any employment agreement with AMERCO or in, to or under any employee benefit plan sponsored or maintained by AMERCO which may be in existence as of the date hereof or created in the future, or any other benefits generally provided to AMERCO's officers or employees (collectively, the "Reserved Claims"). Pursuant to the AMERCO Release, AMERCO shall release the Directors, their employees, agents, representatives, accountants, attorneys, heirs, successors, assigns and insurers of and from any and all actions, causes of action, suits, defenses, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind or character whatsoever, at law or in equity, in contract or in tort, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown, suspected or unsuspected that any of them has, or hereafter can, shall or may have for, upon, by reason of any matter, cause or thing whatsoever, directly or indirectly arising from or related to the Litigation. 3. By execution of this Agreement, as of the Effective Date of the Plans, the Directors hereby transfer, assign and convey to AMERCO any and all right, title and interest the Directors have or may have in, to or arising under the Damage Award including, but not limited to, any and all rights of contribution the Directors have, any and all claims any of the Directors have or may have against any person or entity not a party to this Agreement arising from or related to the Damage Award. The Directors agree not to oppose AMERCO should AMERCO elect, in its own best judgment, to exercise its by-law right of first refusal on any of the Shareholder Plaintiffs' shares. 4. As of the Effective Date of the plans,the Directors hereby agree to take any and all action necessary or required to dismiss any pending appeals of the Damage Award and each of the Directors expressly waives any and all Appeal Rights with respect to the Damage Award and agrees no further appeal of the Damage Award shall be instituted by or on behalf of the Directors. 5. AMERCO acknowledges that the Directors have relied upon AMERCO regarding the tax consequences of this Agreement and the method selected by AMERCO to fund the Plans. AMERCO agrees that it is liable to the Directors for any adverse tax consequences of this Agreement and/or the funding of the Plans as if such funding arose as a payment made by AMERCO under the Indemnity Agreement. 6. The parties hereto agree to take such acts and to execute such other and further documents as may be necessary or appropriate to implement and accomplish the purposes of this Agreement and the intent of the parties. 7. The parties hereto acknowledge and agree the laws of the State of Nevada and, to the extent applicable, federal law will govern and control this Agreement including, but not limited to, any documents executed pursuant to this Agreement. The parties further agree to submit any dispute involving the interpretation or enforcement of this Agreement to the Bankruptcy Court in the Reorganization Cases. 8. No provision of this Agreement may be waived, modified or altered, except by a writing executed by all of the parties hereto. Time and strict performance are the essence of this Agreement. 9. This Agreement is personal to each of the Directors and, without the prior written consent of AMERCO, which shall not be unreasonably withheld, shall not be assignable by the Directors, except by operation of law. Any unauthorized assignment of the rights, obligations or duties of the Directors hereunder shall be void. This Agreement shall inure to the benefit of, and will be binding upon, all of the parties and their respective heirs, assigns, representatives, and legal successors in interest of any kind. 10. This Agreement contains the complete understanding and agreement of the parties hereto in and with respect to all matters referred to herein, and all prior representations, negotiations and understandings are superseded hereby and merged into this Agreement. No party shall be liable or bound to any other party hereto in any manner by any agreement, warranty, representation or guaranty except as specifically set forth herein. 11. In the event any party hereto finds it necessary to employ legal counsel or to bring an action at law or other proceeding against any other party to enforce or interpret any term or provision of this Agreement, the prevailing party in any such action or other proceeding shall be entitled to recover from the other party or parties thereto all costs incurred, including reasonable attorneys' fees, which shall be determined by the Bankruptcy Court, and shall be included in any such judgment. 12. This Agreement is an integrated document and each covenant and condition herein represents material consideration for the other covenants and conditions herein. The invalidity of any provision of this Agreement would materially impair and alter the respective rights and obligations of the parties hereunder. If any provision of this Agreement is determined to be invalid, the remaining provisions of this Agreement shall be construed to preserve the intent and purpose of this Agreement and the parties shall negotiate in good faith to modify the provisions held to be invalid to preserve each party's anticipated benefit. 13. AMERCO shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to substantially all of the business and/or assets of AMERCO expressly to assume and agree to perform this Agreement in the same manner and to the same extent that AMERCO would have been required to perform, if no such succession had taken place. As used in this Agreement, "AMERCO" shall mean both AMERCO as defined herein and any successor that assumes and agrees to perform this Agreement, by operation of law or otherwise. 14. All notices and other communications under this Agreement shall be in writing and shall be given by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed: (1) if to the Directors or any single Director, the address for such Directors or Director then on record with AMERCO; and (2) if to AMERCO, 2721 North Central Avenue, Phoenix, Arizona 85036, Attention: General Counsel. For purposes of this Agreement, notices hereunder shall be deemed effective upon receipt if hand- delivered and three (3) days after deposit in the U.S. mail, if given by registered or certified mail. 15. The failure to insist upon strict compliance with any of the provisions hereof, or to assert any right under this Agreement, shall not be deemed to be a waiver of such provisions or right or of any other provision or right under this Agreement. 16. The rights and benefits of the Directors under this Agreement may not be anticipated, assigned, alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by the Directors to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. 17. The language of this Agreement has been freely and voluntarily negotiated between the parties, each of whom has been represented by competent and effective counsel. The parties have been fully advised as to the legal effect of this Agreement and have read this Agreement in its entirety or have had it read to them. By execution of this Agreement, the parties represent and warrant to each other that each of them understands the contents of this Agreement. This Agreement is intended to be enforceable according to its written terms, and there are no promises, oral agreements or expectation of the parties to the contrary. 18. The parties agree that this Agreement may be executed in multiple counterparts, each of which shall be deemed an original document, and when all of the parties hereto have executed one or more counterparts, all such counterparts, taken together, shall constitute a single agreement. 19. The parties acknowledge the accuracy of the Recitals, which hereby are incorporated into the operative provisions of this Agreement. 20. This Agreement, and the rights, obligations, covenants and conditions set forth herein, shall not be effective until such time as this Agreement has been executed by each and every party hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. AMERCO, a Nevada corporation By /S/ Gary V. Klinefelter /S/ Aubrey K. Johnson _____________________________ ___________________________________ Its Secretary AUBREY K. JOHNSON /S/ Edward J. Shoen /S/ John M. Dodds ________________________________ ___________________________________ EDWARD J. SHOEN JOHN M. DODDS /S/ James P. Shoen /S/ William E. Carty ________________________________ ___________________________________ JAMES P. SHOEN WILLIAM E. CARTY EXHIBIT "A" DIRECTORS' RELEASE INCORPORATED BY REFERENCE TO EXHIBIT 10.9 FILED WITH THE COMPANY'S QUARTERLY REPORT OF FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995, FILE NO. 0-7862. EXHIBIT "B" AMERCO RELEASE INCORPORATED BY REFERENCE TO EXHIBIT 10.10 FILED WITH THE COMPANY'S QUARTERLY REPORT OF FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995, FILE NO. 0-7862.