<PAGE>
FIRST AMENDMENT TO THE
AMERCO EMPLOYEE SAVINGS, PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
On March 16, 1973, Amerco, a Nevada Corporation (the
"Corporation") established the "Amerco Profit Sharing Retirement
Trust" (the "Profit Sharing Plan"), which was subsequently
amended from time to time. Effective April 1, 1984, the
Corporation established the "Amerco Employee Savings and
Protection Plan", which was amended from time to time, and
effective January 1, 1988, was merged with the Profit Sharing
Plan to form a single plan called the "Amerco Retirement Savings
and Profit Sharing Plan".
Effective July 24, 1988, the Amerco Retirement Savings and
Profit Sharing Plan was amended and restated as an employee stock
ownership plan, which was most recently amended and restated in
its entirety on December 21, 1993, and is now known as the
"Amerco Employee Savings, Profit Sharing and Employee Stock
Ownership Plan" (the "Plan"). The Plan was subsequently amended
on four occasions and then again amended and restated effective
January 1, 1997. By this instrument, the Corporation wishes to
amend the Plan to make certain changes requested by the Internal
Revenue Service in connection with the Company's June 12, 1998
request for a favorable determination letter.
1. Except as otherwise provided herein, the provisions of
this First Amendment shall be effective as of the date this
Amendment is signed.
2. Effective January 1, 1998, the last sentence of Section
2.1(r) of the Plan is hereby amended and restated in its entirety
to provide as follows:
Effective for Plan Years beginning on or after January
1, 1998, the term "Compensation" shall also include,
for all purposes, except for the purpose of making
allocations under Top Heavy Plans pursuant to
Section 8.2, amounts (such as Pre-Tax Contributions to
this Plan) which are not currently includible in the
Participant's gross taxable income by reason of the
<PAGE>
application of Sections 125, 402(a)(8) or 402(h)(1)(B)
of the Code, if such amounts are attributable to the
performance of services for the Employer or any
Affiliate.
3. The fourth sentence of Section 2.1(v) is hereby amended
and restated to provide as follows:
Notwithstanding the foregoing, Earnings in excess of
One Hundred Fifty Thousand Dollars ($150,000) shall be
disregarded for all purposes.
4. Sections 2.2(b) and 9.3(b) of the Plan are hereby
amended by substituting the term "Accounting Date" for the term
"Valuation Date" wherever used therein.
5. Effective January 1, 1997, Section 2.3(b)(2) of the
Plan is hereby amended and restated in its entirety to provide as
follows:
(2) For the preceding year received Compensation
from the Employer or its Affiliates in excess of
Eighty Thousand Dollars ($80,000).
6. The last sentence of Section 2.3(c) of the Plan is
hereby amended and restated in its entirety to provide as
follows:
If, at any time prior to the termination of employment
and prior to attaining fifty-five (55) years of age, a
highly compensated active employee receives
Compensation which is less than fifty percent (50%) of
the Employee's annual average compensation for the
three (3) consecutive years preceding the determination
year during which the Employee received the greatest
amount of compensation from the Employer, then such
Employee shall not be deemed to be a highly compensated
former employee upon his actual separation from
employment with the Employer if, after the "deemed
separation year," as defined in Section 1.414(q)-1T Q &
A-5(a)(3) of the regulations, and before the Employee's
actual year of separation such Employee's services for
and Compensation from the Employer, under all the facts
and circumstances, increase significantly so as to
result in a deemed a resumption of employment.
7. Effective January 1, 1997, Section 2.3(d) is hereby
deleted from the Plan and Section 2.3(e) of the Plan is
relettered Section 2.3(d).
8. Effective January 1, 1997, Section 4.3(c)(4) is hereby
deleted from the Plan and the remaining paragraphs are renumbered
accordingly.
<PAGE>
9. Effective January 1, 1997, Section 4.3(d) of the Plan
is hereby amended and restated in its entirety to provide as
follows:
(d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No
--------------------------------------
later than the last day of each Plan Year, any
"excess Pre-Tax Contributions" and the income
allocable thereto will be distributed to
Participants who made the excess Pre-Tax
Contributions during the preceding Plan Year. For
purposes of this paragraph, the term "excess
Pre-Tax Contributions" means, with respect to any
Plan Year, the aggregate amount of Pre-Tax
Contributions paid to the Plan by the Highly
Compensated Employees for the Plan Year over the
maximum amount of Pre-Tax Contributions permitted
pursuant to Section 4.3(a) and Section
401(k)(3)(A)(ii) of the Code. The distribution of
excess Pre-Tax Contributions for any Plan Year
shall be made to Highly Compensated Employees on
the basis of the dollar amount of Pre-Tax
Contributions made by each Highly Compensated
Employee in accordance with the following
procedure:
(1) Step One: The dollar amount of the excess
Pre-Tax Contribution for each Highly
Compensated Employee shall be calculated in the
manner described in Code Section 401(k)(8)(B)
and Treasury Regulation Section 1.401(k)-
1(f)(2). However, in applying these rules,
rather than distributing the amount necessary
to reduce the actual deferral percentage of
each Highly Compensated Employee in order of
these Employees' actual deferral percentages,
the Plan uses these dollar amounts in Step Two;
(2) Step Two: The sum of the dollar amounts
calculated pursuant to Step One shall be
calculated. The total amount calculated in
this Step Two shall be distributed in
accordance with Steps Three and Four;
(3) Step Three: The Pre-Tax Contributions of
the Highly Compensated Employee with the
highest dollar amount of Pre-Tax Contributions
shall be reduced by the dollar amount required
to cause that Highly Compensated Employee's Pre-
Tax Contributions to equal the dollar amount of
the Pre-Tax Contributions of the Highly
Compensated Employee with the next highest
dollar amount of Pre-Tax Contributions. This
dollar amount is then distributed to the Highly
Compensated Employee with the highest dollar
amount of Pre-Tax Contributions. However, if a
lesser reduction, when added to the total
dollar amount already distributed under this
Step Three, would equal the total calculated
under Step Two, the lesser amount shall be
distributed; and
<PAGE>
(4) Step Four: If the total amount distributed
is less than the amount calculated pursuant to
Step Two, Step 3 is repeated.
The income allocable to excess Pre-Tax Contributions
shall be determined by multiplying the income allocable
for the Plan Year to the Participant's Pre-Tax
Contributions Account from which the excess
contributions are to be distributed by a fraction, the
numerator of which is the excess Pre-Tax Contribution
on behalf of the Participant for the preceding Plan
Year and the denominator of which is the sum of the
Participant's Pre-Tax Contributions Account balance on
the last business day of the preceding Plan Year plus
the Pre-Tax Contributions (other than excess Pre-Tax
Contributions) allocated to that account during the
Plan Year. If there is a loss, the total excess
Pre-Tax Contributions shall nonetheless be distributed
to the Participant, but the amount distributed shall
not exceed the balance of the Pre-Tax Contributions
Account from which the distribution is made. The
amount of any excess contributions to be distributed
shall be reduced by excess deferrals previously
distributed for the taxable year ending in the same
Plan Year in accordance with Section 402(g)(2) of the
Code and excess deferrals to be distributed for a
taxable year shall be reduced by excess contributions
previously distributed for the Plan beginning in such
taxable year.
10. Section 5.4(a) of the Plan is hereby amended and
restated in its entirety to provide as follows:
(a) DISCRETIONARY MATCHING CONTRIBUTIONS.
------------------------------------
Subject to the Board's right to terminate or amend
this Plan, the Employer shall contribute to the
Trust Fund for each Plan Year as an Employer
Matching Contribution such amount, if any, as the
Board shall determine in its sole and absolute
discretion. The amount of the Employer Matching
Contribution made on behalf of each Participant
shall be based on the Pre-Tax Contributions made
by the Participant for the Plan Year.
11. Effective January 1, 1997, Section 5.4(d)(3) is hereby
deleted from the Plan and the remaining paragraphs are renumbered
accordingly.
12.Effective January 1, 1997, Section 5.4(e) of the Plan
is hereby amended and restated in its entirety to provide as
follows:
(e) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No
------------------------------------
later than the last day of each Plan Year, any
"excess aggregate contributions" and the income
allocable thereto will be distributed to
Participants who made excess aggregate
contributions during the preceding Plan Year. For
purposes of this paragraph, an "excess aggregate
<PAGE>
contribution" is the amount described in Section
401(m)(6)(B) of the Code. The distribution of
excess aggregate contributions for any Plan Year
shall be made to Highly Compensated Employees on
the basis of the dollar amount of excess aggregate
contributions made on behalf of each Highly
Compensated Employee in accordance with the
following procedure:
(1) Step One: The dollar amount of the excess
Matching Contribution for each Highly
Compensated Employee shall be calculated in the
manner described in Code Section 401(k)(8)(B)
and Treasury Regulation Section 1.401(k)-
1(f)(2). However, in applying these rules,
rather than distributing the amount necessary
to reduce the average contribution percentage
of each Highly Compensated Employee in order of
these Employees', average contribution
percentages, the Plan uses these dollar amounts
in Step Two;
(2) Step Two: The sum of the dollar amounts
calculated pursuant to Step One shall be
calculated. The total amount calculated in
this Step Two shall be distributed in
accordance with Steps Three and Four;
(3) Step Three: The Matching Contributions of
the Highly Compensated Employee with the
highest dollar amount of Matching Contributions
shall be reduced by the dollar amount required
to cause that Highly Compensated Employee's
Matching Contributions to equal the dollar
amount of the Matching Contributions of the
Highly Compensated Employee with the next
highest dollar amount of Matching
Contributions. This dollar amount is then
distributed to the Highly Compensated Employee
with the highest dollar amount of Matching
Contributions. However, if a lesser reduction,
when added to the total dollar amount already
distributed under this Step Three, would equal
the total calculated under Step Two, the lesser
amount shall be distributed; and
(4) Step Four: If the total amount distributed
is less than the amount calculated pursuant to
Step Two, Step 3 is repeated.
The income allocable to excess aggregate contributions
was to be determined by multiplying the income
allocable to the Participant's Matching Contributions
Account for the Plan Year by a fraction, the numerator
of which is the excess aggregate contributions on
behalf of the Participant for the preceding Plan Year
and the denominator of which is the Participant's
Matching Contributions Account balance on the last
business day of the preceding Plan Year. The excess
aggregate contributions to be distributed to the
Participant shall be adjusted for income and losses.
In the case of a loss, the total excess aggregate
contributions would nonetheless be distributed to the
Participant, but the amount distributed could not
exceed the Participant's Matching Contributions Account
balance.
<PAGE>
13. Section 5.4(f) of the Plan is hereby amended and
restated in its entirety to provide as follows:
(f) MULTIPLE USE OF THE ALTERNATIVE LIMITATION.
-------------------------------------------
For purposes of determining whether the
limitations in Sections 4.3 and 5.4 are met, the
Plan shall satisfy the test for multiple use of
the "alternative limitation" (as described in
Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii)
of the Code) set forth in Treasury Regulation
Section 1.401(m)-2. If multiple use of the
alternative limitation occurs with respect to two
or more plans or arrangements maintained by the
Employer it must be corrected by reducing actual
contribution percentages of all Highly Compensated
Employees in the manner described in Treasury
Regulation Section 1.401(m)-2(c)(3); provided that
the Employer may instead eliminate the multiple
use of the alternative limitation by making
qualified nonelective contributions. For purposes
of this paragraph, Section 4.3(c)(2), and Section
5.4(d)(1) of the Plan, the term "qualified
nonelective contribution" shall mean any Employer
contribution with respect to which (i) the
Employee may not elect to have a contribution paid
to the Employee in cash instead of being
contributed to the Plan, (ii) the Employee may not
elect to receive a distribution from the Plan
earlier than separation from employment, death,
Disability, an event described in Section
401(k)(10) of the Code, attainment of age fifty-
nine and one-half (59 1/2) years, or hardship, and
(iii) the Employee is fully vested at all times.
14. Section 6.4(b) of the Plan is hereby amended and
restated in its entirety to provide as follows:
(b) ESOP DIVERSIFICATION ELECTION. ESOP
---------------------------------
Contributions allocable to a Participant's ESOP
Account and amounts transferred to the ESOP Fund
from amounts credited to a Participant's other
Accounts may not be transferred from the ESOP Fund
to another Fund or Funds, except as provided in
this Section 6.4(b). A Participant shall become a
"qualified Participant" and may elect to diversify
his ESOP Account after attaining age fifty-five
(55) and being credited with ten (10) or more
years of participation in the Plan since the later
of (1) the date he commenced participation in the
Plan or (2) January 1, 1988 (which is the date as
of which the ESOP feature was added to this Plan).
(In other words, no Participant will be allowed to
diversify his ESOP Account prior to January 1,
1998.) Within ninety (90) days after the close of
each Plan Year during the "qualified election
period," a qualified Participant may elect to
diversify twenty-five percent (25%) of the number
of shares of Employer Securities acquired by or
<PAGE>
contributed to the Plan after December 31, 1986
that have ever been allocated to the Participant's
accounts on or before the most recent Plan
allocation date less the number of shares of
Employer Securities previously distributed,
transferred, or diversified pursuant to a
diversification election made after December 31,
1986. The "qualified election period" is the six
(6) year period commencing with the Plan Year in
which the Participant becomes a qualified
Participant. In addition, in the final year of
the six (6) year qualified election period, a
Participant may diversify fifty percent (50%) of
the number of shares of Employer Securities
acquired by or contributed to the Plan after
December 31, 1986 that have ever been allocated to
the Participant's accounts on or before the most
recent Plan allocation date less the number of
shares of Employer Securities previously
distributed, transferred, or diversified pursuant
to a diversification election made after December
31, 1986. A qualified Participant may elect to
diversify his ESOP Account by directing the
investment of up to the available percentage of
such account (twenty-five percent (25%) or fifty
percent (50%) as the case may be) to one or more
of the Funds (other than the ESOP Fund) in
accordance with the provisions of Sections 6.3 and
6.4, commencing as of the first day of the first
Plan Year falling within the qualified election
period. Beginning with the first day of the first
Plan Year falling within the qualified election
period, the restrictions on the transfer of the
portion of any Account other than the ESOP Account
from the ESOP Fund to any other Fund, as set forth
in the first sentence of this paragraph, shall no
longer be applicable to such qualified Participant
and such transfers may be accomplished pursuant to
the rules of Section 6.4(a).
15. The third sentence of Section 8.2(b) is hereby amended
and restated in its entirety to provide as follows:
Special ESOP Contributions made pursuant to
Section 5.2(b) shall be allocated to the ESOP Accounts
of each Participant on whose behalf such contribution
is made by crediting each such Participant's ESOP
Account in the same ratio that each such Participant's
Earnings for the Plan Year bear to the Earnings of all
such Participants for the Plan Year. Special "per
capita" ESOP Contributions made pursuant to
Section 5.2(c) shall be allocated to the ESOP Account
of each eligible Participant on whose behalf such a
contribution has been made in such amount and under
such terms and conditions as the Board shall direct, in
its sole and absolute discretion.
16. The second sentence of Section 8.2(c) of the Plan is
hereby amended and restated in its entirety to provide as
follows:
<PAGE>
Special Profit Sharing Contributions made pursuant to
Section 5.1(b) shall be allocated to the Profit Sharing
Accounts of each Participant on whose behalf such
contribution is made by crediting each such
Participant's Profit Sharing Account in the same ratio
that each such Participant's Earnings for the Plan Year
bear to the Earnings of all such Participants for the
Plan Year. Special "per capita" Profit Sharing
Contributions made pursuant to Section 5.1(c) shall be
allocated to the Profit Sharing Accounts of each
eligible Participant on whose behalf such a
contribution has been made in such amount and under
such terms and conditions as the Board shall direct, in
its sole and absolute discretion.
17. The first sentence of Section 8.2(f) is hereby amended
and restated to provide as follows:
Notwithstanding anything to the contrary in this
Section or any other provision of this Plan, in any
Plan Year in which the Plan is Top Heavy or Super Top
Heavy, the Employer shall make a special ESOP
Contribution on behalf of each Participant who is not a
Key Employee for the Plan Year in such amount as may be
necessary to assure that the sum of the Profit Sharing
Contributions, ESOP Contributions, and forfeitures, if
any, allocated to the Participant's accounts equals at
least the "minimum required contribution."
18. The fifth sentence of Section 8.2(f) of the Plan is
hereby amended and restated to provide as follows:
The special ESOP Contribution called for by this
paragraph shall be allocated on behalf of all Employees
who are not Key Employees for the Plan Year and who are
employed by the Employer on the last day of the Plan
Year without regard to whether such Employees have
completed one thousand (1,000) Hours of Service during
the Plan Year.
19. Section 8.2(g) of the Plan is hereby amended and
restated in its entirety to provide as follows:
(g) ALLOCATION TO CERTAIN PERSONS PROHIBITED.
----------------------------------------
Notwithstanding the foregoing, no portion of the
assets of the Plan attributable (or allocable in
lieu of) Employer Securities acquired by the Plan
in a sale to which Section 1042 of the Code
applies may accrue or be allocated directly or
indirectly under any Plan of the Employer meeting
the requirements of Section 401(a) of the Code (1)
during the "nonallocation period" for the benefit
of (A) any taxpayer who makes an election under
Section 1042(a) of the Code with respect to
Employer Securities, or (B) any individual who is
related to the taxpayer within the meaning of
<PAGE>
Section 267(b) of the Code, or (2) for the benefit
of any other person who owns (after the
application of Section 318(a) of the Code) more
than twenty-five percent (25%) of (A) any class of
outstanding stock of the corporation that issued
such Employer Securities or any corporation which
is a member of a controlled group of corporations
(within the meaning of Section 409(l)(4) of the
Code) of such corporation or (B) the total value
of any class of outstanding stock of any such
corporation. Clause (1)(B) of the preceding
sentence shall not apply to any individual if the
individual is the lineal descendant of the
taxpayer and the aggregate amount allocated to
the benefit of all lineal descendants during the
nonallocation period does not exceed more than
five percent (5%) of the Employer Securities (or
amounts allocated in lieu thereof) held by the
Plan which are attributable to a sale to the Plan
by any person related to such descendants (within
the meaning of Section 267(c)(4) of the Code) in a
transaction to which Section 1042 of the Code
applied. For purposes of this Section,
"nonallocation period" means the period beginning
on the date of the sale of the qualified
securities and ending on the later of: (1) the
date which is ten (10) years after the date of the
sale; or (2) the date of the Plan allocation
attributable to the final payment of acquisition
indebtedness incurred in connection with the sale.
20. The first sentence of Section 8.5(d) of the Plan is
hereby amended and restated in its entirety to provide as
follows:
In the event it is necessary to limit the Annual
Additions to the Accounts of a Participant under this
Plan due to the allocation of forfeitures, a reasonable
error in estimating a Participant's Compensation, a
reasonable error in determining the amount of Pre-Tax
Contributions made by a Participant, or for any other
reason the Commissioner determines to be justifiable,
the Advisory Committee shall limit the allocation of
Pre-Tax Contributions to the Participant's Pre-Tax
Contribution Account and/or return any such excess Pre-
Tax Contribution plus earnings allocable to any such
excess Pre-Tax Contributions to the Participant.
21. Section 9.3(b) of the Plan is hereby amended by adding
to the end thereof the following new sentence:
Notwithstanding any provision in the Plan to the
contrary, hardship distributions may not be made from
earnings credited to the Participant's Pre-Tax
Contributions Accounts that were credited after
December 31, 1988.
<PAGE>
22. Section 10.2(d) of the Plan is hereby amended and
restated to provide as follows:
(d) Termination or partial termination of this
Plan as provided in Section 13.3 of this Plan;
23. The last sentence of Section 10.3(b) of the Plan is
hereby amended and restated in its entirety to provide as
follows:
If a portion of a Participant's ESOP Account or Profit
Sharing Account is forfeited, Employer Securities
allocated pursuant to Section 8.2(b) must be forfeited
only after other assets have been forfeited.
Furthermore, if interests in more than one class of
Employer Securities are allocable to the Participant's
ESOP Account, the Participant shall be treated as
forfeiting the same proportion of each class.
24. The first sentence of Section 10.5 of the Plan is
hereby amended and restated to provide as follows:
If the vesting schedule set forth in Section 10.3 is
amended, in the case of an Employee who is a
Participant on the later of (a) the date the amendment
is adopted, or (b) the date the amendment is effective,
the non-forfeitable percentage of the benefit to which
the Employee is entitled (determined as of such date)
shall not be less than the non-forfeitable percentage
of the benefit to which he is entitled under the Plan
without regard to such amendment.
IN WITNESS WHEREOF, the Corporation has caused this First
Amendment to be executed by its duly authorized representative
this 2nd day of December, 1998.
AMERCO
By: /S/ EDWARD J. SHOEN
---------------------------
Its: President
---------------------------
